With Love, Audrey
by HaleyLynn
Summary: The Doctor took her hand, except this time it wasn't to pull her around somewhere else. He just held it, and suddenly everything seemed more normal. She wasn't some freak who was pulled through his timeline, and he wasn't an alien who saved whole planets with nothing more than his intellect and a screwdriver. None of that mattered; they were just two people holding hands.
1. Alienboy

Disclaimer: I do not own Doctor Who. The show, characters, and other things you recognize all belong to the BBC.

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Audrey Wright was certainly no stranger to the so-called 'Walk of Shame', but she had to admit that this was a different kind of low for her. After two weeks, she was returning to her apartment in the same clothes she had left in. The only noticeable difference was the smell of stale alcohol that had soaked into the fabric. Luckily for her it was five in the afternoon on a Tuesday, meaning there weren't a lot of people lingering around to judge her.

She struggled to open the door, kicking the bottom of it when it got stuck in the frame.

 _Stupid landlord,_ she thought to herself, _never fixes the damn door._

It finally gave in and she was greeted by a dark and quiet apartment; it was a welcome sight given the fact that Audrey shared a roof with her older brother, Reed. If she was lucky, she would be able to get away without having t explain herself to him.

Her suitcase's wheels rattled noisily as she dragged it down the hall to her room. So far, so good.

Like she suspected, her room had been left untouched. For as nosy as he was, Reed never dared to go in her room while she was out. Audrey thought it might be because he was never quite sure what he would find if he did.

Once inside, her eyes were instantly drawn to the nightstand by her bed. An impatient urge began to rise in her chest as her mind was consumed with the thought of the contents that were lying inside. She'd gone two weeks without it, a new record. It might've been a cause for celebration or even just enough to call progress if she didn't feel the aching need to rip it open this very moment.

Audrey abandoned her suitcase by the door, crossed the room, and yanked the drawer open.

She heard Reed before she saw him. Down the hall there was the sound of a slammed door and she could only assume that once he saw her open bedroom door, he wasn't going to leave her alone. Quickly, Audrey shut the drawer. There was little satisfaction in being right when Reed stopped in her doorway.

"Where'd you go this time?" He asked bluntly. If there was one thing to be said about Audrey's brother, it was that he didn't beat around the bush. Reed didn't waste his time with friendly greetings or 'how have you been's.

"New Orleans, Mardi Gras," Audrey answered shortly as her painted lips stretched into a smirk, "Lots of alcohol, lots of attractive people."

"Who were you with?"

"What are you, my mother?" Audrey laughed harshly, "Besides, I don't remember her name. Something with an R. Or maybe an S. Names are confusing."

Audrey could feel the disappointment rolling off her brother in waves. It was enough to evoke the guilt that she had been pushing back since she left. However, it was quickly overshadowed by the memory of the sweet adrenaline that had been coursing through her veins when she said yes to New Orleans.

People from her class, friends of friends mostly, had been taking an impromptu road trip and invited her along. She hadn't even gone in to her apartment to get clothes, instead she bought everything she needed at stores on the way. The only thing she had left behind was a note on the windshield of Reed's car to tell him where she was headed.

Reed sighed, "You can't keep doing this."

"Oh, please," Audrey scoffed, "Like you didn't do anything when you were in school."

"This is a little more than just college fun, don't you think, Drey? You were gone for two weeks!"

"I left a note."

"Yeah, this one?" Reed asked, digging a piece of paper out of his pocket and shoving it at Audrey.

In red pen, the message 'I'll see you when I see you' was written, followed by a messy smiley face. The note was crinkled and the thought that Reed had been carrying it around with him for two weeks made Audrey's heart sink.

"Not even a proper goodbye or phone call. I had to lie to Mom and Dad for two weeks so they wouldn't call in a missing persons report on you," Reed exclaimed. Audrey's eyes were still on the note as the feeling of guilt resurfaced. This time, Audrey clenched her jaw and pushed it away.

"Well, look, I'm fine," Audrey told him, "Now, you better pull yourself together before Phoebe gets here. You know how anxious she gets when you're upset."

An attempt at redirection was pointless, however, because Reed was too perceptive for that. He turned his scrutinizing eyes upon her and searched for any sign of the real Audrey that was hiding behind the mask of indifference and casualty.

"Is this about what happened in Georgia?" Reed questioned suddenly, "Audrey, it's been four years. You can't-"

Audrey's steady demeanor flipped like a switch.

"Don't," She spat venomously, "Don't ever talk to be about Georgia. You weren't there."

Reed's inquisitive eyes turned dull, revealing the exhausted look behind them. Dark bags rested under his eyes, a reminder of all the nights he might've stayed up waiting for her to come home. She turned back to her small suitcase, focusing on unpacking it so she wouldn't have to face him. Behind her back she heard Reed give a disbelieving laugh.

"Whatever, Audrey. If you want to throw your life away, I can't stop you."

Audrey stood in front of the drawer in her nightstand like she had countless times before. She looked over her shoulder before opening it slowly. There was a beat of silence where even her breath was being held as not to disturb the moment.

A small glass box was nestled safely within the drawer and her fingers itched to open it.

 _Just do it. Do it now. Just do it._

The chant turned itself over in her head until she mustered enough courage to raise a shaky hand and remove the lid. Letting out a breath, she reminded herself that she was doing better than she did most days.

Her eyes scanned each item in the box, never spending too much time on one thing. The ring, the invitation, the article. Same as always.

 _Close it. Put it away._

Audrey's hand went to the top.

 _Put it on. Put it on. Put it on._

Her hand stopped. Her eyes shut. She held her breath.

There was progress to prove she had moved on, but moment like these could show her how truly weak she was. In the last two weeks, she had hardly thought about any of it, which she could mostly attribute to her intoxication. Nevertheless, a part of her wanted to consider that progress. She was doing good, so why did she feel so guilty?

Put it on. Put it on, you selfish-

Audrey slammed the lid back on the box, effectively cutting off the voice in her mind. The frosted glass allowed her to just barely make out the shape of the items inside, but it was enough distance for now.

"It's all right to take it off, you know."

With her body poised to attack, Audrey whirled around. She managed to reel herself in just as the face of her teenage sister, Phoebe, came into view. The younger girl stared at Audrey with innocent eyes, trying to pretend she hadn't flinched at the near-violent outburst.

"Jesus Christ, Phoebe," Audrey exclaimed, trying to control her breathing, "Don't sneak up on me like that. I could've hurt you."

"You don't have to feel guilty," Phoebe continued, her gaze still on the open drawer behind Audrey. The drawer was then closed hard enough to splinter the wood, though neither girl acknowledged it.

"Is that what you're wearing to the recital?" Audrey deflected. Phoebe's eyes lingered on the drawer a moment longer before she sighed and shook her head.

"They don't let me take home recital costumes. I changed into them right before curtain call."

Audrey hummed thoughtfully, "Well, what do you think of _my_ dress?"

Audrey gave a small spin, making the black dress flare at her sides. Phoebe observed the dress with a torn expression. It was a short dress that only reached Audrey's mid-thigh but, thankfully, it wasn't as tight as some of the things in her wardrobe. Instead, it was cinched at her waist by a thin, golden belt and then flowed freely the rest of the way down.

"I like the dress, but don't you think that Mom will-" Phoebe stared and Audrey cut her off with a wave of her hand.

"I'm twenty-five years old, Pheebs. I don't need my mother to dress me," Audrey pointed out, straightening the gold bracelet on her wrist. Phoebe sighed, yet didn't argue.

The younger girl moved to the mirror on Audrey's bedroom wall and started to fix her hair, carefully pinning her blonde bangs to the side. Audrey watched the movement with narrowed eyes. While she had always known Phoebe to care about appearances, this was taking it to a new level. She had seen her straighten that bit of hair three times already.

"Is Tyler going to be there tonight?" Audrey asked, suspicions rising in her mind.

"No, of course not," Phoebe replied nervously and Audrey groaned.

Her sister had always been an abysmal liar. When they were children, Phoebe was never allowed to know any of Audrey's secrets or plans because she'd rat her out to their mother as soon as she turned her back. It was never intentional, of course, but Phoebe just didn't have the stomach for lying.

When Phoebe saw her sister's reaction, she turned around and raised her arms defensively, "Ok, yes, but we're back together now! He apologized and it really wasn't what I thought it was, I was just being over dramatic."

"Phoebe, I knew from the minute I met him that I couldn't trust him. Especially not with someone as precious to me as you are," Audrey told her gently, "You know how I am with these things, love."

Phoebe looked dejected for a moment, but Audrey knew that she saw the sense in what she was saying. Then, Reed came into the room, fiddling with the tie around his neck and gave Phoebe a similar look to the one Audrey was wearing.

"Audrey's right, Phoebe. If she says he shouldn't be trusted, you should take her word for it. She's got super senses, remember?" He commented. When Phoebe wasn't paying attention, the two older Wright siblings shared a look.

If there was one thing they could both agree on, it was that Phoebe was to be kept out of the loop as much as possible. Reed didn't tell anyone about Audrey's monthly disappearances as long as Audrey didn't drag Phoebe into her own personal drama. The two of them loved their younger sister far too much to involve her in this. So, as long as Phoebe was there, Audrey and Reed would play the 'loving siblings' act that used to be their reality.

"Reed!" Audrey complained, "Your tie is all crooked."

With a roll of her eyes, Audrey stood up and batted his hands away from the tie so she could fix it herself. Reed caught her eyes and she could practically feel the sadness in them. They were both actors playing a part that hadn't always been a façade. Sometimes Audrey wished she could return to that time, to the person she used to be.

"Why do you even own a bowtie?" Audrey asked.

"Dunno. Found it in my closet and thought 'what the hell'," He admitted, then wiggled his eyebrows, "It suits me don't you think?"

Phoebe giggled, "It's a little bit James Bond."

That made Reed grin proudly. The blonde girl shook her head and began to dig through her performance bag to double check that she had everything she needed.

"Are Mom and Dad meeting us there?"

"That what they said, yeah," Phoebe answered.

"I'm surprised she even trusts us to get you there," Audrey said, "God knows what would happen if you were late."

Phoebe laughed, "Mom'd have your head on a pike is what would happen."

That was certainly accurate, though to what extent, Audrey didn't want to find out. Mariah Wright was a strict woman; a lawyer that treated her own children like they were on the stand. She loved them, there was never a doubt about that, but her mannerisms hadn't always been the most welcoming. Phoebe was her pride and joy, her dancing prodigy, and if Audrey and Reed were the ones behind Phoebe's tardiness, she probably _would_ have their heads.

Audrey let out a laugh before it was cut off with a groan of pain. A stab of pain shot through her head and eyes shut on their own accord. Her hands held onto the sides of her head, as if they were the only thing preventing it from splitting open. Migraines were nothing new to Audrey, they had always run in the family, but never this bad.

"What, you got a headache?" Reed questioned. Audrey could only nod weakly in response as she made her way to the bathroom. Reed made a move to help her when she pitched forward, barely managing to catch herself on the wall. Audrey waved him off.

The lights in the bathroom were so bright that Audrey had to squint her eyes. She pulled the cabinet door open roughly, knocking the other contents over in her search for the medicine bottle. The mess she was making didn't even register in her mind, the only thing that mattered was the pain in her head. It seemed like it was invading all of her senses. She could hear it, taste it, feel the way it pounded against the inside of her skull.

Both her eyes closed to find some relief. She slid to the floor, pressing her forehead to the cool tile. It only made it worse. Audrey let out a series of whimpers, trying to pry to Advil bottle open, despite the way her hands kept slipping.

Reluctantly, she sat up and ripped open the bottle, causing red pills to fly everywhere. They were swimming in and out of her view as the headache turned to dizziness and her sight began to fail her. Before she could raise a pill to her lips, a white light began to engulf her in its warmth. Audrey let a panicked scream rip from her throat and she could hear her siblings banging on the door that she didn't remember locking.

"Audrey? Audrey, what's going on?" Reed shouted. Audrey tried to reach the door handle as the light blinded her.

"I don't know what's happening!"

"Stand back!"

In her mind, Audrey tried to tell her arms and legs to move, but they didn't listen. She was still as the light continued to devour her completely. By the time Reed and Phoebe had burst in, she was already gone.

Audrey struggled to open her eyes; in fact, she struggled to do anything. Every breath had to be forced from her lungs and her limbs barely responded when she tried to move them. Her eyes felt cemented shut, even though she could feel the tears trickling down the sides of her face.

"You're all right now. I've got you," An unfamiliar voice told her. The voice was hard to understand, it's words blurring together until Audrey wasn't sure what they were saying anymore. They continued to speak in low, calming tones.

A few moments past before Audrey's senses started to return, starting with her hearing. The next thing she noticed was the feeling of arms winding around her waist. She was being pulled against something – no, _someone._

The pounding in her head started to fade, allowing her to open her eyes. She blinked away the black spots and the face of a man with floppy brown hair swam into view. He was staring down at her in concern, a soft smile on his face. Audrey's first thought was that he had the greenest eyes she had ever seen, the second was that she was lying in the arms of a man she had never met.

Her getaway wasn't as graceful as she had hoped for. Limbs either didn't move at all or they moved without any guidance and waved wildly. She managed to squirm enough for him to release her, though, and she stumbled over to a railing she used to support herself.

"Who the hell are you?" Audrey's words were slurred, though clear enough for him to understand.

"It's me, Audrey, the Doctor," He stated, looking at her as if she should recognize the name and when she didn't, the smile fell off his face. He moved towards Audrey again, hands outstretched as if to hold her. When he saw the way she recoiled and eyed him with distrust, he flinched and allowed his hands to fall back to his sides. His voice took on a pleading undertone, "Audrey, please tell me you know who I am."

"Well, a kidnapper for starters," Audrey snapped, looking around, "Where am I?"

He sighed, "It's called the TARDIS."

"The what-is?"

"TARDIS. Time and Relative Dimensions in Space," The Doctor explained. Audrey's eyes narrowed skeptically.

"You're out of your damn mind," She told him as she back away slowly. Her eyes swept over the room, searching for an exit.

The room was a warm orange color and had stairs and ramps leading to different hallways. Spotting an exit, she turned away from the man and rushed towards it, ignoring the shouts of warning he gave her as she flung open the doors.

Audrey stumbled forward from the unexpected view in front of her. She would've fallen out of the doors if a hand hadn't latched onto her arm at the last minute. There was a part of her that wondered how the Doctor had gotten to her so quickly, if maybe he had expected this reaction from her, but those thoughts were pushed to the back of her mind.

"Holy hell," Audrey breathed as she stared out at the view.

Millions of brightly glowing stars stretched out as far as she could see. It was the most beautiful thing she had ever seen and for a moment, she completely forgot the fact that she was standing in the middle of space or that she had been kidnapped by a strange man. The Doctor pulled her gently back into the room, or the ship, or wherever they were. She felt his eyes on her so she turned to meet them. He was smiling at her in a knowing way that made her feel uncomfortable so she turned back to look at the stars.

"We're in space," She said, as if it might've escaped his notice. There was a small chuckle from the Doctor.

"Yes," He replied simply.

Audrey raised an eyebrow, "How?"

"The TARDIS, it's my spaceship."

"You have a spaceship," Audrey repeated, nodding slightly before looking horrified, "Dear god, I've been kidnapped by an alien." She then looked over at him with wide eyes, "A bowtie wearing alien."

"Bow ties are cool," The Doctor said defensively. He reached around Audrey to pull the TARDIS doors shut and then bounded over to what seemed to be the controls of the ship. Audrey was too stunned to move, staring at the closed doors as if she could still the stars. The Doctor leaned around the console to look at her again, "And I didn't kidnap you!"

Audrey scoffed, "Then how did I get here?"

It was then that Audrey was snapped out of her daze. The situation was starting to set in. She had been kidnapped, by an alien. Was that what the light had been? Some sort of transport of alien…something? If it was, then he knew where she lived. Did that mean her family was in danger? No, she couldn't be responsible for leading someone dangerous back to them again.

"You teleported here, it's sort of your thing. Or it will be. It's complicated!"

The Doctor was flipping levers and pushing buttons at the console while Audrey eyed him, unsure. He didn't seem threatening. The man was bouncing around like a child for God's sake! Maybe it was all just an accident. Maybe she had just teleported into his ship by a mistake.

"And you can get me home?" Audrey questioned.

The Doctor stopped in his tracks, but didn't answer her question. As he tried to avoid her eyes, Audrey walked up the ramp until she was standing in front of him. She planted her hands on her hips.

"Well, Alienboy?" She prompted, "Can you get me home or am I going to have to call for an outer space taxi?"

"Yeah, course I can, yeah," The Doctor said, unconvincingly, "We just…have to take a small detour."

"A what?" Audrey asked, skeptical.

"There's this girl and she's been waiting for me for an awfully long time. I promised her an adventure and I got distracted, so it's only fair," He reasoned, trying to avoid her eyes, "After that, I'll take you home. Promise."

As a last resort, Audrey tried to use her 'super senses' on him. They'd never failed her before when it came to judging whether or not a person was trustworthy. Except, this time, she was getting the same answer that she had felt from the beginning: she could trust him. Trusting a strange alien was quite the leap to make, regardless of how she felt. Normally she wouldn't question the senses that had never failed her in the past, but she was beginning to think they had been affected by the pain in her head. It wasn't often that she felt an overwhelming sense of trustworthiness like she was feeling with the Doctor, so could she really rely on it?

The Doctor finally brought his eyes back to her, looking nervous to see if she would accept his proposition. Audrey didn't know what to say, she didn't even know what she was _thinking._

Then, she remembered the road trip to New Orleans, how she said yes to leaving everything behind with a single hesitation. The feeling of driving with the top down and knowing that not a single person knew where she was or what she was doing. She knew that she was completely free. Next, she remembered how it had felt when she threw open those doors and saw all those stars; the wonder, the amazement, the _adrenaline._

So, even if Audrey didn't know exactly what an 'adventure' with an alien consisted of, she was sure it wasn't an offer she was going to hear many times in her life.

She nodded, "All right, Alienboy. After this.

"So, this friend of yours," Audrey started, "Are they an alien too?"

"Completely human," The Doctor responded.

After Audrey had agreed to the adventure, the Doctor had wasted no time getting the TARDIS into flight. He was buzzing around the console, pressing buttons and flipping levers that all looked the same to Audrey. She found it remarkable that he could even remember the functions of that many different things. It was obvious they were doing something because the whole ship was shaking with lights going off overhead of them. There was a loud wheezing sound coming from somewhere that Audrey couldn't pinpoint.

The TARDIS landed with a thump and the Doctor started towards the door. As she followed closely behind, Audrey wondered what would be waiting for them when they stepped out of those doors. Obviously if his friend was human, they would be on Earth, but where? However, before Audrey could find out, the Doctor stopped her in her tracks.

"Stay here."

"What, why?"

The Doctor had that look on his face again, the one that told her he was lying about something, "I need to talk to her alone first."

Audrey raised an eyebrow, "Oh, she's _that_ kind of friend, is she?"

It took a moment for the meaning of her words to set in but when they did, the Doctor's reaction was priceless. His green eyes went as wide as saucers as he began spluttering, unable to find words. When Audrey laughed and he realized she must've been teasing him, he huffed.

"No. Definitely not," The Doctor said.

"I'm sure," Audrey smirked.

He didn't respond to her last comment but he did shove her shoulder lightly on his way out. Snickers spilled out of their own accord and the feeling of laughing that easily was so unfamiliar that it shocked Audrey at first. Trying to shake it off, she called out 'good luck' and shut the door.

Attempting to listen through the door was proved pointless, which Audrey soon realized. Perhaps it wouldn't be reasonable for a spaceship to have cracks big enough to hear through anyways, but it had been worth a try.

She wandered back over to the console and skimmed her hands over the top of it like she had seen the Doctor do before. It seemed so easy and effortless when he did it but as she was staring at she realized there had to be hundreds of controls, much more than she had thought upon first glance. What had started as exploring quickly took a turn when she leaned too heavily one button. All the lights in the TARDIS went off and for a moment everything was still.

"Shit," Audrey whispered to herself. It was clear that she didn't know what she was doing as she groped blindly across the console and hoped to reverse whatever she'd done.

Suddenly, lights of every color were flashing and creating a strobe effect. To accompany it, there was a high-pitched screeching noise that had her praying she could fix this before the Doctor came back. She held her hands over her ears while squinting against the strobe lights. Where was the damn off switch?

Small white lights appeared on the console, leading Audrey in the direction of a particular switch that was flashing at her. Although wary, Audrey flipped the switch. Everything in the TARDIS returned to normal one thing at a time. First the lights were cut off, letting the original orange glow back into the room. Then, the noise died down to a volume that was barely audible before disappearing completely. It was, however, replaced by an odd humming noise that sounded strangely like…

"Are you laughing at me?" Audrey asked out loud. Something about the TARDIS felt _different_ to Audrey, it was like an invisible presence in the room that told her the ship was alive. That, and the fact that it was most definitely laughing at her.

"Audrey!" The Doctor called as the doors opened, "There's someone I'd like you to meet."

Waiting for her on the outside was a young woman with orange hair and a round face. Audrey managed to catch the unsure look the woman sent the Doctor as she stepped out of the TARDIS, but the woman quickly replaced it with a small smile.

"Amy Pond, meet Audrey," The Doctor introduced. Audrey gave a small wave before her attention was stolen by their surroundings.

"We really are on Earth," Audrey observed. They seemed to have landed in Amy's backyard, which prompted her to ask, "How does no one notice a spaceship landing in someone's yard?"

Instead of speaking, the Doctor's lips stretched into a smug smile and he gestured for Audrey to turn around. The sight she was greeted with was a deep blue wooden door with gray windows and a white instruction plate above the handle. Audrey's eyebrows furrowed together as she walked around the side and saw that the spaceship was in fact a box that was no bigger than a closet. Her hands felt along the edges, expecting some sort of invisible continuation, but found nothing. She rounded the entire box until she stood in front of the Doctor again.

"It's…" Audrey trailed off, searching for the right word.

"Bigger on the inside," The Doctor suggested.

" _Incredible!_ "

A look passed across the Doctor's face. It seemed that he was expecting some other answer, although Audrey wasn't sure what else to say about the ship. It was unbelievable and amazing all at once. Along with the fact that she was pretty sure it was alive, it _was_ the most incredible thing she'd ever seen.

"That's not even the best part," The Doctor beamed as he motioned for them to step inside, "Your adventure awaits, girls."

They all glanced between each other, a collective smile being passed around before they stepped inside together.

"Why's it a phone box?" Amy asked.

The Doctor poked his head up from where he was kneeling under the console, "Sorry, what?"

"On the outside, it said police box. Why have you labeled a time machine 'police box'? Why not 'time machine'? Is that too obvious? And what is a police box? Do police men come in boxes? How many do you get?"

Amy rattled off questions at an impressive speed and, judging by her breathless tone, her lungs were struggling to keep up with the pace of her mind.

"Are you a police man? No, look at your hair," Amy answered herself. The Doctor reached up to touch his hair, seeming as if he hadn't even noticed it was there before, "Actually, just look at your hair! Do you ever look at your hair and think 'well, it just won't stop and look at my chin and I'm wearing a bow tie. Shoot me now."

Suddenly Amy's eyes went wide and she looked guilty, "Am I gabbling?"

"A bit yeah," The Doctor said, confused.

"Question stands," Audrey, who sat in the captain's chair behind him, spoke up. With bewildered eyes, the Doctor turned to her.

"Question? Did you get a question out of all of that?"

"Why is it a police box?" Audrey repeated.

"Well, it's not really a police box. Which, by the way, is a special kind of telephone box that police men used to use."

"There's a light on the top," Amy remarked, then her eyes lit up with more curiosity, "Do you need to change the bulb?"

"And if so, how do you reach the bulb?" Audrey interjected.

Amy nodded feverously, "Yeah! And-"

"Amy, stop. Breath."

The Doctor breathed in deeply, using his hands to gesture for Amy to do the same. For a moment, the redheaded woman mimicked his motions and seemed to calm down by a fraction. Then, she pursed her lips together, let out a strangled noise, and a new wave of questions was released.

"Why doesn't the air get out? It's made of wood. You've got a wooden time machine. Do you feel stupid? Sorry. That and the bowtie."

In the face of Amy's onslaught of inquisitiveness, the Doctor looked over at Audrey for help. Audrey, who found the whole situation more amusing than he did, was confused as to why he thought she would be of any use in this situation. She knew just as much as Amy did about him and his ship, possibly less, and she too was bursting at the seams with questions. She just thought it was better to let Amy get them off her chest first.

Soon, the Doctor realized Audrey wasn't going to be of much help, so he began explaining the ship to them both, his tone becoming more and more excited as he went on.

"It's camouflaged. It's disguised as a police telephone box from 1963. Every time the TARDIS materializes in a new location, within the first nanosecond of landing, it analyzes its surroundings and calculates a twelve-dimensional data map of everything within a thousand-mile radius and determines which outer shell would blend in best with the environment."

Suddenly, the Doctor's enthusiasm came to a halt and he frowned.

"And then it disguises itself as a police telephone box from 1963."

"Oh…" Amy said dejectedly, "Why?"

"It's probably a bit of a fault actually. I've been meaning to check…"

"What, it's a police box every time?" Audrey asked.

"Yeah, I suppose now that you mention."

Amy bit her lip to keep from laughing, "How long's it been doing that?"

"Oh…you know, not long," The Doctor said unconvincingly.

"Ok, okay," Amy said, as she looked around the TARDIS for more things to question. It was so big and confusing and out of this world that it seemed like the questions were endless. Surely, too many to get into right now. "But what about the windows! There _are_ windows on the outside, where do they go? Is it a cry for help?"

"What?" The Doctor asked.

"The bowtie!"

The Doctor smiled and straightened the piece of clothing in question, "Nah, bowties are cool."

"And you're an alien," Amy noted, a disbelieving smile stretching across her features.

The Doctor smiled too, "Yeah. Well, in your terms, yeah. In my terms, you're an alien. In quite a few people's terms probably."

"What kind of alien?" Audrey questioned. The Doctor faced her with a peculiar look, as if he wasn't quite sure why she was asking at all, before his eyes widened and he nodded to himself. He maintained the smile, but his eyes seemed sadder.

"Well, a nice one. Definitely one of the nice ones," He answered.

"So, you're like a- a space squad or something?" Amy wondered.

Audrey raised an eyebrow, "A squid?"

"I don't know he could be!" Amy whispered defensively before turning back to the Doctor, "Are you like a tiny little slug in a human suit? Is that why you walk like that?"

"It's more like an uncoordinated giraffe than a slug, don't you think?" Audrey asked.

Amy agreed, "You're right."

"Amy, this is me," The Doctor told her as he grabbed her hands and placed them on either side of his face, "This is what I really look like."

Amy slapped him on the cheek. "Well, that's fine then."

"Ow!" The Doctor exclaimed, "Good."

"Okay, I think I'm done now," Amy stated as she looked over to Audrey.

Audrey shrugged, "Me too."

"Girls, you've barely started," The Doctor said smugly. Before either girl could question his cryptic message, he hurried down the stairs and called back to them, "Because! Do you know what I keep in here?"

"What?" Amy asked.

Both girls followed him to the doors. His eccentricity was enough to keep them in a trance, hanging on to his every word as he captivated them with promises of aliens and space adventures.

"Absolutely everything," He replied. He opened the door and moved out of the way so that the girls could see the view.

Audrey, who had already seen the magnificent universe that lie beyond the doors, found that it still took her breath away. They were in a new place, meaning new stars, new galaxies, new possibilities.

"Anything that you fancy?" The Doctor asked. Audrey could hear in his tone that he was reveling in the fact that they were so impressed. She wondered if this was what he did with his life. Did he pluck humans from their average lives on Earth just to show them the universe? And if so, why? Was it so he could remind them there was so much more out there or did he just like the company?

It took Amy several moments of silence before she was able to draw her gaze away from the stars and back to the Doctor. When she tried to speak, her voice was small and in awe.

"We're in space," Amy pointed out.

"Yeah," The Doctor said, "That's space."

"But it can't be."

"But it is."

"It's like – it's like – it's like… special effects!" Amy concluded at last, "It is, isn't it? It isn't real."

"Get out," The Doctor said quietly with a grin on his face. Amy and Audrey both looked at him with bewildered looks.

"What?"

"No, seriously. Get out!" The Doctor laughed. All of the sudden, he had grabbed Amy's arms and forced her out of the box, pushing her into the deep space beyond the doors. The girl let out a yelp of surprise before disappearing.

"Oh my god!" Audrey exclaimed. As the Doctor started towards her, she realized that she might have severely miscalculated how good-intentioned he was, "Don't you dare, Doctor! I'm warning-"

She didn't have the chance to finish because a moment later he had snagged her by the waist and pushed her through the doorway. She grasped at his jacket sleeves, feeling the brush of the tweed fabric before it slipped through her fingertips and she disappeared from the TARDIS too.


	2. The Beast Below - Part 1

A blue police box floated amongst the stars with two girls hovering around the outside of it. They looked at each other, giggling madly over the state of the other's hair and the absolute absurdity of the situation they had found themselves in. In the doorway of the TARDIS, the Doctor held onto an ankle of each girl and was grinning away at them. Nothing existed in that moment except for the three of them and the infinity that stretched out in front of them.

When the Doctor pulled the girls back into the box, he turned to them excitedly and asked, "Now do you believe me?"

Audrey and Amy leaned on the Doctor while staring at the wonderful view of the stars before them. Amy was the first to find her words, her voice holding an undertone of disbelieving laughter.

"Okay, your box is a spaceship. It's really, really a spaceship. We're in space!" She exclaimed, "What are we breathing?"

"I've extended the air shell, we're fine."

"This is amazing," Audrey murmured, making the Doctor straighten his bowtie in a proud manner.

"You think so?" He asked. All she could do was nod.

Audrey had always been more impulsive than a normal person ought to be. She was always the first one to jump in head first and the last one to consider the consequences. Living that kind of life back home had been reckless, sure, but the worst things that had ever happened were minor incidents. Like being caught skinny dipping in public or randomly taking a road trip to another state at 3 in the morning. Never in her life had taking risks led her to this kind of situation.

When she had said yes to an adventure with the Doctor, she hadn't been thinking straight. The sound of going along for a ride with a space-traveling alien seemed too foreign for her to even comprehend at the moment. It all seemed so unreal, like a dream, but at the same time it felt…right. Saying yes was more than an impulse, it was instinctive. Something told her that she _had_ to go with him.

Now, as she stared out at the endless sea of stars, the consequences were starting to arise in her mind. She'd agreed to go off with two total strangers.

Her so-called 'super senses' were nothing more than her family's way to describe her uncanny ability to read a person. If they were lying, she'd know. If they were trustworthy, she'd now. But the thing was, the Doctor somehow managed to confuse those senses while also passing her tests with flying colors. It took one glance at him to know she could trust him, yet when he spoke of taking her home, her senses failed her. They told her he was telling the truth, but she had the strangest feeling that he was lying; about _something_ , at least.

"Now that's interesting," The Doctor said, drawing Audrey's attention back to the present. Thankfully, the Doctor and Amy both seemed to have taken her silence as awe and their attention was focused on something below them. Audrey's eyes shifted downwards to follow their gaze.

Moving through the stars was a great big spaceship, though it didn't look like any spaceship she had ever seen. Skyscrapers rose from the top of it, congregating in clumps to appear almost like one giant city, and some of the buildings were even glowing with a yellow light. Printed across the dull metal of the ship's hull was the Union flag.

"Twenty-ninth century. Solar flares roast the Earth, and the entire human race packs its bags and moves out till the weather improves," The Doctor continued. Sparked with a new interest, he moved back to the console, though he continued to ramble on, "Whole nations, migrating to the stars!"

"Doctor?" Another voice called. Audrey's eyes darted around in search for Amy, who had been beside her just a moment ago, "Doctor?"

Amy's voice was much more panicked this time. Catching a flash of white from the corner of her eye, Audrey glanced up and out of the TARDIS. Amy was floating like they had been earlier but this time with only a grip on the ship's door to keep her tethered. With a small laugh, Audrey outstretched one of her hands to Amy and used to other one to keep a hold on the door. Their hands fell short a few inches, no matter how much they stretched.

"Isn't that amazing?" The Doctor asked. He turned to Audrey with an excited look that resembled that of a child or maybe a puppy. Instead, she gestured towards Amy to draw his attention towards their predicament.

"A little help here?"

They managed to drag the redheaded girl safely back into the ship and close the doors behind them. On the console there was a screen where the Doctor had pulled up an image of the spaceship. The three of them crowded around to see it.

"This is the United Kingdom of Britain and Northern Ireland. All of it, bolted together and floating in the sky. Starship UK. It's Britain, but metal. That's not just a ship, that's an idea. That's a whole country, living and laughing and shopping. Searching the stars for a new home," The Doctor explained to them. His voice took on a softer tone towards the end and both girls couldn't help but share his awe.

Amy gave him an excited look, "Can we go out and see?"

"Course we can. But first, there's a thing."

"What thing?" Audrey questioned.

"An important thing. In fact, Thing One," He told them, holding up a finger, "We are observers only. That's the one rule I've always stuck to in all my travels. I never get involved in the affairs of other peoples or planets."

Both of them were quiet, thinking over what he had said, but his attention was quickly captured by another image appearing on the screen. A young girl was sitting on a bench in the middle of a crowded market place. From what Audrey could see the girl was crying, yet no one in the market stopped to help her.

"So we're like a wildlife documentary, yeah? Because if they see a wounded little cub or something, they can't just save it, they've got to keep filming and let it die. It's got to be hard. I don't think I could do that. Don't you find that hard, being all, like, detached and cold?" Amy asked, except when she turned around the Doctor was gone. Audrey pointed at the screen where they could see the Doctor comforting the girl.

"So much for not getting involved, huh?"

On the screen, the Doctor motioned for the girls to join him. Neither of them saw a better option and they were too curious for their own good, so they complied.

The marketplace was just as crowded as it had appeared on the screen. Shops lined the sides of the hallway and the whole place seemed cramped. People rushed around them, some on foot and some on bicycles, but none of them looked at them oddly. One would think that two people, one dressed in pajamas and the other dressed in formal wear, would draw attention; no one even seemed to notice they were standing there, much less what they were wearing.

"I'm in the future," Amy breathed in amazement, "Like, hundreds of years in the future. I've been dead for centuries."

The Doctor frowned, "Oh, lovely. You're a cheery one. Never mind dead, look at this place. Isn't it wrong?"

When she saw that the Doctor was looking at her for an answer, Audrey raised her eyebrows, "I'm from the twenty-first century. Pretty sure I'm not the best judge on what is and is not normal for a twenty-ninth century space country."

The Doctor rolled his eyes at her sarcasm, but seemed to expect it, "Come on, use your eyes. Notice everything. What's wrong with this picture?"

"Is it the bicycles?" Amy guessed, "Bit unusual on a spaceship, bicycles."

"Says the girl in the nightie."

Amy looked down in horror when she realized what she was wearing, "Oh my God, I'm in my nightie."

"Now, come on, look around you. Actually look," He urged them, "Life on a giant starship. Back to basics. Bicycles, washing lines, wind-up street lamps. But look closer. Secrets and shadows, lives led in fear. Society bent out of shape, on the brink of collapse. A police state."

Audrey surveyed the area. It didn't seem too unusual to her, if you could get past the fact that she was standing on a spaceship in the future. Sure, it was dirty and crowded, but she figured that pushing all of the United Kingdom onto one ship couldn't have been easy. There were a few odd bits that she noticed though. The hall was set up to look like a street, lined with shops and street lamps, but there were lines of clothes hanging from the walls. There were booths with strange cartoon-faced statues in them. Audrey was too far to distinguish what they were.

She was brought out of her observation by the Doctor taking her by the hand. Audrey looked down, too shocked for a moment to do anything. He led her to a table where a couple sat and let go of her hand before she could say anything.

"Excuse me," He said, plucking a glass of water off the table and setting it down at their feet. At first, Audrey couldn't figure out what he was doing. She figured it was one of his (seemingly many) eccentricities and was about to apologize to the couple, when she saw it. The water in the glass remained perfectly still.

"Doctor, it's not…"

"I know," He replied, before putting it back on the table. In a split second he returned to his previously cheerful manner, "Sorry. Checking all the water in this area. There's an escaped fish. Where was I?"

"Why did you just do that with the water?" Amy asked.

"Don't know. I think a lot. It's hard to keep track. Now, police state. Do you see it yet?"

"No. Where?" Audrey asked.

The Doctor pointed at the crying girl, "There."

What could the girl be crying about that made her stay there instead of seeking help? Why was such a young girl left all on her own in the first place? Although Audrey was concerned for the girl, she couldn't understand what she had to do with a police state. Amy spoke up before she could.

"One little girl crying. So?"

"Crying silently," The Doctor corrected, "I mean, children cry because they want attention, because they're hurt or afraid. But when they cry silently, it's because they just can't stop. Any parent knows that."

His spot-on description caused Audrey to turn towards him in curiosity, "Are you a parent?"

There was a moment of sadness that crossed his face and then another moment that seemed like he was about to tell her something. Then, something stopped him, and he closed his mouth. His expression became more guarded than before, leaving Audrey to wonder if she had said something wrong. The Doctor focused back on the girl quickly.

"Hundreds of parents walking past who spot her and not one of them is asking her what's wrong, which means they already know, and it's something they don't talk about. Secrets. They're not helping her, so it's something they're afraid of. Shadows, whatever they're afraid of, it's nowhere to be seen, which means it's everywhere. Police state."

All his deductions happened in rapid succession, leaving both Amy and Audrey staring at him in a cross between impressed and confused. Meanwhile, the Doctor was focused on the girl who had gathered her things and was getting into an elevator.

"Do you know where she's going?" Amy asked the Doctor.

"Deck two-oh-seven. Apple Sesame block, dwelling 54A. You're looking for Mandy Tanner," The Doctor informed her. No matter how smart the Doctor may be, they both knew that he couldn't possibly know that without some kind of information, "Oh, er, this fell out of her pocket when I accidently bumped into her. Took me four goes."

The Doctor handed Amy a colorful wallet that she took hesitantly.

"Ask her about those things. The smiling fellows in the booths. They're everywhere."

With the mention of the booths, all three of them turned to look at the one closest to them. Audrey noted that it's eyes seemed to be staring right at them. Then again, wasn't that always the case with creepy things like those?

"But they're just things," Amy said.

"They're clean," The Doctor pointed out, "Everything else here is all battered and filthy. Look at this place. But no one's laid a finger on those booths. Not a footprint within two feet of them. Look. Ask Mandy, why are people scared of the things in the booths?"

"No, hang on!" Amy called, "What do I do? I don't know what I'm doing here, and I'm not even dressed."

"It's this or Leadworth. What do you think? Let's see. What will Amy Pond choose?" He pretended to think, "Ha ha, gotcha. Meet us back here in half an hour."

"What are you two going to do?" Amy questioned.

"What we always do. Stay out of trouble. Badly."

Audrey furrowed her eyebrows in thought. We? Always? For a man she just met, the Doctor spoke about her with an awful lot of familiarity.

"So, is this how it works, Doctor? Audrey? You never interfere in the affairs of other peoples or planets, unless there's children crying?" Amy said. Something in her voice told them that she already knew the answer, as did the smug smile that was creeping onto her face, but the Doctor still replied.

"Yes."

This time when the Doctor tried to grab her hand, Audrey flinched and moved out of his reach. The Doctor looked over at her, confused, while Audrey held her hand against her chest.

"Stop doing that," Audrey told him quickly. No one held her hand, not anymore. And no one had ever held it as tenderly as the Doctor did. Such a small act, and it still felt so peculiar.

"I'm sorry," The Doctor apologized, seeming surprised. He looked away from her quickly, but she caught the flash of pain in his eyes.

"It's fine. Just- just don't do it again," Audrey said. Thinking her reaction might've been a little harsh, she tacked on a 'please' to the end of it. The Doctor nodded quietly, and they continued walking, this time in silence.

"So, is this what you do?" Audrey spoke up, trying to break the tense silence, "Travel around and solve things?"

He nodded, "Pretty much sums me up."

"You're like an alien Sherlock Holmes. That's kind of cool," Audrey told him, chuckling a little bit at the image she had conjured in her mind. The bowtie-wearing Doctor bouncing around the TARDIS wearing a deerstalker and smoking a pipe.

"You could come with me, be my John Watson. We could travel together," The Doctor proposed jokingly, but there was an underlying hope that tinged his voice. Even though his tone was light, Audrey could sense that this conversation had just took a turn for a more serious side.

Audrey's mind was begging for her to say yes. _Just imagine_ , her thoughts spoke, _living your life like this all the time. No one to tell you to move on, all the adrenaline, the never-ending distractions._

"Thanks for the offer, Alienboy," Audrey replied after a moment, "This is great and all but…I've got people at home that need me."

Once again, words seemed to be at the tip of his tongue, but he swallowed them at the last minute and looked away from her.

"Yeah, I suppose you're right."

Audrey wrapped her arms around herself as a pang of sadness hit her. Thoughts of Reed and Phoebe rushed to her mind. Reed's pained eyes when she distanced herself from him resurfaced and her heart constricted. She shouldn't have fought with him, all of that wasn't worth losing her brother. As soon as she was home, she'd fix it. She'd fix it all.

The Doctor and Audrey found themselves in another hallway, this one much dimmer than the last one and completely empty. They climbed down a ladder, the Doctor helping Audrey when she nearly tripped over the last rung. It was dark in the tunnel and steam rose from the floor.

The Doctor began running his hands along the walls, muttering words to himself that Audrey couldn't quite hear. From the inside of his jacket he drew a small, tube-like object that glowed at one end. It seemed to be a tool of some sort that he was using to scan the walls. It was unlike anything Audrey had ever seen.

"What is that?" Audrey asked, leaning forward slightly to get a better look at it.

"Sonic screwdriver," He answered. Suddenly, he stopped, pressed an ear to the wall, and then scanned it with the sonic screwdriver.

A sound like footsteps came from down the hall, making both of them turn around quickly. The tunnel was still empty, save for the two of them, but now there was a small glass of water sitting on the floor, much like the one the Doctor had picked up in the market place. The Doctor dropped to the ground to examine the glass at eye level.

On the other hand, Audrey was more concerned with the woman, who seemed to appear out of nowhere, and was now standing in front of them.

"Doctor," Audrey said, nudging his shoulder softly with her shoe. His eyes moved away from the glass, following the legs standing in front of him until he was looking into the eyes of a porcelain mask.

The woman was wearing a red velvet cloak that concealed her entire body and a mask that concealed her face. Audrey wasn't usually one to trust people who hid themselves, it never led to anything good in her experience.

"The impossible truth in a glass of water. Not many people see it. But you two do, don't you, Doctor and Audrey?" The woman spoke, her voice hushed.

"You know us?" Audrey asked, raising an eyebrow.

"Keep your voice down," The woman commanded, "They're everywhere. Tell me what you see in the glass."

Now on his feet, the Doctor began moving towards the woman slowly. His inquisitive green eyes were scanning her frame for any sort of recognizable detail that would hint that they had met before. Audrey didn't miss the way that the Doctor had wedged himself between her and the unknown woman. Though to credit the woman, she didn't move away from him or give any indication that he intimidated her.

"Who says we see anything?" The Doctor countered.

"Don't waste time. At the marketplace, you placed a glass of water on the floor, looked at it, then came straight here to the engine room. Why?"

"No engine vibration on deck. Ship this size, engine this big, you'd feel it. The water would move. So, I thought I'd take a look," The Doctor moved to a box on the wall and opened it, "It doesn't make sense. These power couplings, they're not connected. Look. Look, they're dummies, see?"

He moved to the other side of the hallway, tapping out a rhythm on the wall. He looked back at Audrey, as if asking what she thought. It took her by surprise at first because she didn't know the Doctor would want her opinion. Still, she moved closer to the wall to tap on it, like he had.

She frowned, "It's hollow."

"Bingo!" The Doctor replied, pointing at her, "There's nothing behind this wall, nothing. If I didn't know better, I'd say there was-"

"No engine at all," He and the woman spoke at the same time.

"That's not possible, the ship is working. We saw it from the TARDIS," Audrey said.

"The impossible truth. We're travelling among the stars in a spaceship that could never fly," The masked woman told them.

"How?"

"I don't know," She admitted, "There's a darkness at the heart of this nation. It threatens every one of us. Help us, please. You two are our only hope."

Audrey didn't know what the think about the woman. She seemed to know the both of them in a way that didn't seem possible. Maybe the Doctor was well known for his travels, but her? Audrey did know, however, that someone asking for help might as well be the Doctor's kryptonite. Even from the small amount of time she had spent with him, she knew he wasn't going to sit this one out.

"Your friend is safe." The woman handed the Doctor a beeping device, "This will take you to her. Now go, quickly!"

The woman turned to leave, but just before she could, the Doctor called out to her.

"Who are you? How do I find you again?"

"I am Liz Ten, and I will find you."

And with that, the woman disappeared, leaving the Doctor and Audrey staring after her.

"Well," Audrey muttered, "That's not creepy at all."

The device Liz Ten had given them led them to a red and white waiting room lined with wire benches. On the other side of the room were cubicles each labeled with a voting number. The little girl from before, Mandy, sat outside voting cubicle three-thirty C and she explained that Amy was inside.

None of them could get a word out before the door to the cubicle swung open, revealing a distraught Amy standing in front of a computer screen.

"Amy?" The Doctor asked, stepping into the room with Audrey at his side. The redheaded girl didn't answer him; she didn't even look at him.

Audrey laid a hand on the girl's shoulder, "You all right, Amy?"

"You've got to find Audrey and the Doctor and-" Amy's voice spoke from the screen. Amy slammed her hand onto the button, shutting the screen off before the message could finish.

"What have you done?" The Doctor questioned.

Amy met Audrey's eyes first, then the Doctor's. She still seemed shaken up by whatever it is she had seen, and Audrey could see tears staining her cheeks.

"I-I don't know," Amy replied, looking at the screen then back to her friends, "I don't know."

The Doctor hopped onto a chair and scanned a device hanging from the ceiling with his sonic screwdriver.

"Yeah, your basic memory wipe job. Must have erased about twenty minutes."

Amy shook her head, "But why would I choose to forget?"

"Because everyone does. Everyone chooses the Forget button," A voice said from behind them and they turned to see young Mandy observing them from the doorway.

"Did you?" The Doctor asked her.

"I'm not eligible to vote yet," Mandy said, "I'm twelve. Any time after you're sixteen, you're allowed to see the film and make your choice. And then once every five years."

"And every five years everyone chooses to forget?" Audrey asked. What could be so bad that the public would choose to forget? Audrey would think that if it were bad enough, the public would've chosen to protest and change whatever it was.

"Democracy in action," The Doctor mused, as he moved back towards the computers to examine them.

Mandy followed him, "How do you not know this? Are you Scottish too?"

He grinned, "Oh, I'm way worse than Scottish. I can't even see the movie. Won't play for me."

"It played for me," Amy pointed out.

"The difference being the computer doesn't accept me as human."

"Why not?"

The Doctor only gave her a look in return.

"You look human," Amy said, looking closer at the Doctor as if she would find some alien feature she had overlooked before.

"No," The Doctor argued, "You look Time Lord. We came first."

"Are there other Time Lords?" Audrey asked, and the Doctor paused. He looked up at her with a strange look in his eyes, somewhere between pain and something she couldn't quite place, and Audrey had the feeling she shouldn't have said anything at all.

"No. There were, but there aren't. Just me now," The Doctor told her, "Long story. There was a bad day. Bad stuff happened. And you know what? I'd love to forget it all, every last bit of it, but I don't. Not ever. Because this is what we do, every time, every day, every second. This."

She wanted to say something, she didn't know what exactly, but there were words hanging at the tip of her tongue. She didn't get the chance, though, because the Doctor pulled his hand back and brought it down on the 'protest' button so hard Audrey thought it must've hurt.

"Hold tight. We're bringing down the government."

The door to the cubicle slammed shut, locking them inside, and the whole floor started to shake. There was a mechanical whirring noise from the Smiler booth that spun to reveal a comically angry face in its place. The Doctor pulled Amy and Audrey towards the edge of the room as the floor began to open beneath them.

Looking at the long drop below, Audrey fought back the fear that was surely showing on her face, "Oh, this looks like fun."

"Say wheeee!" The Doctor cried, enthusiastically.

Amy and Audrey's screams were what followed them down the chute.


	3. The Beast Below - Part 2

It was dark and humid when Audrey landed and the floor beneath her feet felt uneven. Though, all things considered, it wasn't as bad as she expected. She stood up, finding that her dress stuck to her skin uncomfortably. She tried her best to pull the bigger pieces of garbage off herself.

"That could've been worse," She said, turning to look at Amy who had landed behind her. Then, the weight of the Doctor fell on top of her and knocked her face first into the waste, "Spoke too soon."

The Doctor bounced to his feet quickly, reaching down to help Audrey up as well. It took a moment of her leaning against the Doctor before she adjusted to the new ground and the way it moved under her feet.

"High speed air cannon. Lousy way to travel."

"Where are we?" Audrey questioned. It was too dark to make out much. As far as she could tell, they were in a cave of some sort. The Doctor scanned the area with his sonic screwdriver.

"Six hundred feet down, twenty miles laterally, puts us at the heart of the ship. I'd say Lancashire." He looked around, "What's this then, a cave? Can't be a cave. Looks like a cave."

"It's a rubbish dump," Amy cried as she flung a piece of garbage at the Doctor, "And it's minging!"

The Doctor bent down to smell the waste at their feet, "Yes, but only food refuse. Organic, coming through feeder tubes from all over the ship."

"The floor's all squidgy, like a water bed," Amy noticed, her hands moving over the surface, "It's sort of rubbery, feel it. Wet and slimy."

"If they're feeding tubes, then what's it feeding?" Audrey asked. As if to answer her, a growl echoed in the distance. All three of them stopped what they were doing and looked at each other.

"Er, it's not a floor, it's a-" The Doctor cut himself off, "So!"

"It's a what?" Amy interrupted.

"The next word is kind of a scary word. You probably want to take a moment, get yourself in a calm place. Go omm."

Amy did as he said, while Audrey stared at him with narrowed eyes.

"It's a tongue."

"A tongue," Audrey deadpanned. Of course, it was a tongue, fantastic.

"A tongue. A great big tongue!" The Doctor said, waving his hands excitedly. Neither Amy or Audrey was finding this situation as amusing as he was.

"This is a mouth. This whole place is a mouth?" Amy asked, "We're in a mouth?"

"Yes, yes, yes. But on the plus side, roomy."

"How do we get out?"

The Doctor waved his screwdriver around, "How big is this beastie? It's gorgeous. Blimey, if this is just the mouth, I'd love to see the stomach. Though not right now."

"Doctor!" Audrey called, grabbed his arm to get his attention, "How are we supposed to get out of here?"

"Okay, it's being fed through surgically implanted feeder tubes, so the normal entrance is…" The Doctor trailed off. The light from his screwdriver revealed a wall of sharp teeth that didn't look like it would be providing them an escape route anytime soon, "Closed for business."

"We could try, though," Amy suggested. As much as Audrey loved the idea of things being that easy, she had a feeling that wasn't going to work. Just as they were about to move towards the teeth, the floor started to vibrate.

"No, stop, don't move," The Doctor warned them, "Too late. It's started."

"What has?"

"Swallow reflex!"

All three of them tumbled to the floor. The tongue was moving more now, rocking them back and forth. Audrey felt panic seize her at the thought of dying here. It didn't just mean dying, it meant her family never knowing what happened to her. She would never get to see them again and all they would know was that one day she had disappeared and never come home.

"What do we do?" Audrey shouted. There was no way that she was dying here, she couldn't do that to her family. After everything she had put them through, they deserved to have some peace of mind. They deserved to know that she was okay.

"I'll vibrate the chemo-receptors," The Doctor replied. Although Audrey couldn't see him, she could hear the humming of his screwdriver over the noise of everything else.

"Chemo-what?" Amy questioned.

"The eject button!" The Doctor simplified.

"How does a mouth have an eject button?" Amy asked.

"Think about it!" He shot back, "Right, then. This isn't going to be big on dignity. Geronimo!"

 _Oh, come on,_ Audrey thought to herself. Suddenly, the decision to join the Doctor on this adventure wasn't seeming like the best decision.

They ended up in a narrow tunnel, with little to no lighting, and a sticky layer of sick coating them. Audrey opened her eyes to see the Doctor's face hovering just above hers.

"There's nothing broken, there's no sign of concussion and yes, you are covered in sick," He told her, "Other than that, how are you feeling?"

"'M fine," Audrey told him, "Help me up?"

He grabbed her extended hand and pulled her to her feet. Audrey looked down at her shoes, the black heels that she had chosen for Phoebe's recital, and decided to ditch them. There was sick sloshing around the insides of them and making her feel ten times worse, and one of the heels was starting to break away from the shoe. Audrey pried the shoes off her feet, glad that the tights she wore under her dress covered her feet, even if it was tearing at some other places.

"Where are we?" Amy asked, as Audrey helped her up.

The Doctor, who was examining the only exit, turned to them, "Overspill pipe, at a guess."

"Oh, God, it stinks," Amy groaned.

"That would be us, my dear," Audrey said, patting her lightly on the shoulder.

Amy sniffed her shoulder, before reeling back in disgust. Despite the circumstances, Audrey couldn't help but laugh at her expression.

"Can we get out of here?"

"One door, one door switch, one condition. We forget everything we saw. Look familiar?" The Doctor said, drawing their attention to the brightly lit 'forget' button in the wall.

"That's the carrot." Suddenly the whole tunnel light up, showing two Smiler booths at the end of the hall, "Ooo, here's the stick."

They crossed the distance between them and the booths and the Doctor aimed his next question at them this time.

"There's a creature living in the heart of this ship. What's it doing there?" The Doctor asked. Not liking his curiosity, the Smilers' faces turned to Scowlers, "Oh, stop it. I'm not leaving and I'm not forgetting, and what are you fellows going to do about it? Stick out your tongues, huh?"

At his words, the booth opened, and the Smilers stepped out of them. The Doctor began backing away, pulling the girls along with him.

"Doctor?" Audrey said, "Doctor, what do we do?"

Luckily, the Doctor didn't have to think of an answer. The door burst open and Liz Ten strode into the tunnel, a gun pointed at the Smilers. It only took one shot and the Smilers were on the ground. Liz Ten turned back towards them, swinging her gun around one finger.

"Look who it is," The Doctor mused, his tone still colored with shock, "You look a lot better without your mask."

"You must be Amy. Liz. Liz Ten," She greeted, sticking her hand out for Amy to take. Amy took it, her own hand still shaking.

"Hi," She said, breathlessly.

"Yuck. Lovely hair, Amy. Shame about the sick. You know Mandy, yeah?" Liz put a hand on Mandy's shoulder and moved her from the dark of the shadows, "She's very brave."

"How'd you find us? Not that I'm complaining," Audrey told her. A smile had begun to spread across her face and she had the strangest urge to laugh as loud as she could. Maybe it was the adrenaline coursing through her veins from several near-death experiences in one day, or perhaps it was from the sheer absurdity of everything.

"Stuck my gizmo on ya. Been listening in. Nice moves on the hurl escape," Liz complimented, before getting straight to the point, "So, what's the big fella doing here?"

"You're over sixteen, you've voted," The Doctor observed, "Whatever this is, you've chosen to forget about it."

"No," Liz disagreed, "Never forgot, never voted, not technically a British subject."

"Then who and what are you, and how do you know Audrey and I?"

Liz grinned, "You're a bit hard to miss, love. Mysterious strangers, M O consistent with higher alien intelligence, hair of an idiot and a girl as sharp as a tack. I've been brought up on the stories. My whole family was."

"Your family?" The Doctor questioned. Liz looked like she was about to answer but then was distracted by a sight over the Doctor's shoulder. Behind them, the Smilers were twitching on the ground.

"They're repairing. Doesn't take them long. Let's move."

Liz led them through the hallway and into a storage area. Somewhere along the way, the Doctor grabbed Audrey's hand and squeezed it to stop it from shaking. Audrey hadn't even noticed until he'd done that just how scared she was, but she could feel it now. Her whole body was tense and shaking. When she looked up at him, he gave her a reassuring smile that she returned.

 _Just this once,_ Audrey told herself, _I'll let it slide just this once._

"The Doctor. Old drinking buddy of Henry Twelve. Tea and scones with Liz Two. Vicky was a bit on the fence about you, weren't she? Knighted and exiled you on the same day. And so much for the Virgin Queen, you bad, bad boy."

"Liz Ten!" The Doctor explained, his mouth gaping as he finally realized.

"Liz Ten, yeah. Elizabeth the Tenth. And down!" Liz whirled on her heel and shot two Smilers that had snuck up behind them. All they could do was stare at her in amazement, which she seemed to take in her stride, "I'm the bloody Queen, mate. Basically, I rule."

Audrey beamed at her, "Ooo, I like you."

Further ways down, they passed through a door that led them into a narrow hallway. It was filled with the sound of steam escaping and a loud banging noise. A section of the wall gave way to bars. The Doctor leaned through them to get a look inside.

"There's a high-speed Vator through there," Liz informed them, "Oh, yeah. There's these things. Any ideas?"

Massive tentacles slammed into the bars, making the Doctor jump back out of their reach. They continued beating on the bars, creating the sound they had heard at first and the Doctor examined them from a distance.

"I saw one of these up top. There was a hole in the road, like it had burst through like a root," Amy told them.

"Exactly like a root," The Doctor agreed, reading his sonic screwdriver, "It's all one creature, the same one we were inside, reaching out. It must be growing through the mechanisms of the entire ship."

"What, like an infestation? Someone's helping it. Feeding it. Feeding my subjects to it," Liz growled, becoming more enraged with every word she spoke. She turned on her heel and began to storm down the hall, calling back to them, "Come on. Got to keep moving."

Amy and Mandy rushed after Liz. Audrey was about to follow when she noticed the Doctor still standing in front of the creature. His hands had fallen to his sides and his shoulders seemed to slump more than usual. Audrey tilted her head to the side and went back to stand next to him. The Doctor was looking at the creature with something akin to pity, even though it seemed like it was trying to escape and have a whack at him.

"Are you alright, Doctor?"

"Oh, Audrey," He sighed, "We should never have come here."

* * *

"Why all the glasses?" The Doctor asked, carefully stepping over each glass on the floor. They were in Liz Ten's chambers now. She claimed it was a safe place for them to talk, somewhere where they wouldn't be overheard.

"To remind me every single day that my government is up to something, and it's my duty to find out what," Liz replied, lowly. From where she sat perched on the edge of the bed, Audrey looked over at the queen.

Liz's determination was admirable indeed. Though Audrey didn't know much about this century or British politics, she would bet that there weren't many leaders in the world that had the compassion that Liz did. It could be seen in her eyes that this woman would do whatever was necessary to protect her people from harm.

The Doctor studied Liz's porcelain mask, "A queen going undercover to investigate her own kingdom?"

"Secrets are being kept from me. I don't have a choice," Liz defended, "Ten years I've been at this. My entire reign. And you've achieved more in one afternoon."

"How old were you when you came to the throne?"

"Forty. Why?"

The Doctor handed Audrey the mask with a meaningful look. She turned the piece over in her hands, letting her fingers run across the surface of it.

"You look good for your age," She mused.

"What, you're fifty now? No way," Amy exclaimed.

"Yeah," Liz said, "They slowed my body clock. Keeps me looking like the stamps."

"And this is what you wear when you go out in public?" Audrey questioned as she the mask up between them.

"Undercover's not easy when you're me. The autographs, the bunting…"

The Doctor plucked the mask from Audrey's hands, "Air-balanced porcelain. Stays on by itself, because it's perfectly sculpted to your face."

"Yeah, so what?" Liz said, defensively, and the Doctor shook his head.

"Oh, Liz. So, everything."

Two men entered the room. Both of them were wearing matching black cloaks and their jerky movements were in sync with one another. Even their faces, which looked like normal flesh and blood, bore the same dull look.

Liz rose from the bed, "What are you doing? How dare you come in here?"

"Ma'am, you have expressed interest in the interior workings of Starship UK. You will come with us now," One of them spoke monotonously.

"Why would I do that?"

Underneath it's hood, the person's head turned with a familiar grinding noise. Now, there was a Scowler in its place, baring its teeth and glaring at them with painted red eyes. Liz glared at the creature in front of her and did not lose a single ounce of her courage.

"How can they be Smilers?" Amy asked.

"Half Smiler, half human."

"Whatever you creatures are, I am still your queen," Liz told them. "On whose authority is this done?"

"The highest authority, Ma'am," The robotic voice replied.

"I am the highest authority," Liz bit out.

"Yes, ma'am. You must go now, Ma'am."

"Where?"

"The Tower, Ma'am."

'The Tower' was just as ominous as it had sounded.

Audrey wasn't really all too keen on following the directions of a creature that had tried to kill them earlier, but she wasn't about to say no to getting answers.

The Tower was a dark, stone room that the Smilers led them to. Beneath them, the floor had patches of grating where the tentacle creatures could be seen. Once the lighting was better Audrey could see the resembled scorpion tails more than they did tentacles, which made the situation that much better.

"Doctor, where are we?" Amy asked as she knelt above one of the gratings.

"The lowest point of Starship UK. The dungeon."

 _Of course, it was the dungeon_ , Audrey thought. She knew following the Smiler had been a bad idea.

"Ma'am," A voice called out.

A gray-haired man with round glasses stepped out from the shadows, bowing his head out of respect for his queen. He wore the same cloak as the Smilers, but when his hood fell away they could see that he was fully human.

"Hawthorne," Liz greeted, surprise tinging her voice, "So this is where you hid yourself away. I think you have some explaining to do."

A small group of school children walked by them in an orderly line. Their faces were all drawn into frowns, and Audrey didn't think she'd ever seen a group of children as quiet as these. The Doctor reached out to ruffle the hair of a passing child and then looked to Hawthorne suspiciously.

"There's children down here. What's all that about?"

"Protestors and citizens of limited value are fed to beast. For some reason, it won't eat the children," Hawthorne explained, plainly, as if the idea of murdering children were casual conversation. Audrey turned to him, outraged, while Liz watched the passing children in horror, "You're the first adults it's spared. You're very lucky."

"Yeah, look at us. Torture chamber of the Tower of London. Lucky, lucky, lucky. Except it's not a torture chamber, is it?" The Doctor said, moving around the room, "Well, except it is. Except it isn't. Depends on your angle."

He stopped at a large, circular pit and leaned across the railing of it. Audrey came up next to him to look over the side. Below them was a giant brain, about the size of a car, and periodically a bolt of electricity would come down from the ceiling and hit it. The Doctor's hands gripping the railing so tight that they turned white.

"Doctor, what is that?" She asked carefully.

"Well, like I say, it depends on the angle. It's either the exposed pain center of big fella's brain, being tortured relentlessly."

"Or?" Liz prompted.

"Or it's the gas pedal, the accelerator. Starship UK's go faster button."

"I don't understand."

"Don't you? Try to. Go on. The spaceship that could never fly. No vibration on deck. This creature, this poor, trapped, terrified creature," The Doctor said, his voice full of concealed anger, "It's not _infesting_ you, it's not _invading_ , it's what you have instead of an engine. And this place down here is where you hurt it, where you torture it, day after day, just to keep it moving."

All of them, save Hawthorne, thought over this information while staring at the exposed brain of the creature that was receiving shocks at a much more rapid pace. Liz's face had crumbled from the determined queen ready to save her people at all costs, to someone who looked almost helpless in the face of such a decision. The Doctor was almost shaking with rage that he tried to keep from spilling over, but even Audrey could see that he was ready to unleash that anger on whoever had caused this creature harm.

"Tell you what. Normally, it's above the range of human hearing," The Doctor told them, before rushing back to the grating by the door. He pried the top of it off, unleashing the tentacles from within, and raised his sonic screwdriver into the air.

"This is the sound none of you wanted to hear."

There was the noise of the Doctor's screwdriver for a moment, and then a pitiful wailing noise that could only be caused by the most unbearable pain. The Doctor stood there stoically, but Audrey could see the pain in his own eyes.

"Stop it," Liz pleaded, and the Doctor did what she asked.

It was silent for a moment, no one really knowing what to say after what they had just heard. Slowly, Liz turned around and approached Hawthorne.

"Who did this?" She asked, her voice low and holding the underlying threat for whoever was responsible.

Hawthorne's answer was cryptic, "We act on instructions from the highest authority."

" _I_ am the highest authority. The creature will be released, now," She ordered. When she noticed he was making no move to obey her, she rose her voice, "I said now! Is anyone listening to me?"

"Liz," The Doctor interrupted, "Your mask."

"What about my mask?"

He tossed it to her, "Look at it. It's old. At least two hundred years old, I'd say."

"Yeah? It's an antique. So?" Liz responded, still not seeing the Doctor's point. Meanwhile, Audrey's eyes widened as she caught on. It had been right in front of her face the whole time! The Doctor had been trying to get her to see it, and yet she still couldn't.

"An antique that's perfectly sculpted to your face…" Audrey said, thinking out loud for a moment. The Doctor sent her a brief look, something she took as appreciation for her finally catching up with him.

"They slowed your body clock, all right, but you're not fifty. Nearer three hundred. And it's been a long old reign."

"Nah, it's ten years. I've been on this throne ten years," Liz denied, though Audrey could see the evidence was catching up with her.

"Ten years. And the same ten years, over and over again, always leading you here."

The Doctor led them to a station, like the one from the voting cubicle. Two buttons stood out from the console, one saying 'forget' and the other 'abdicate'. Liz stared at the buttons silently, she could understand what it meant but not how this could have happened. She turned to Hawthorne.

"What have you done?"

"Only what you have ordered," He smiled, "We work for you, ma'am. The Winders, the Smilers, all of us."

"If you are watching this. If I am watching this, then I have found my way to the Tower of London," Liz spoke from the video on the screen.

A picture of a creature appeared on the screen. It was a big creature with several long tails and flippers. And it was unlike any creature that Audrey had ever seen.

"The creature you are looking at is called a Star Whale. Once, there were millions of them. They lived in the depths of space and, according to legend, guided the early space travelers through the asteroid belts," The video continued, "This one, as far as we are aware, is the last of its kind. And what we have done to it breaks my heart."

The Liz on the screen looked down, trying to compose herself enough to continue. When she looked up again, tears could be seen streaking down her face.

"The Earth was burning. Our sun had turned on us and every other nation had fled to the skies. Our children screamed as the skies grew hotter. And then it came, like a miracle. The last of the Star Whales. We trapped it, we built our ship around it, and we rode on its back to safety."

There were tears in Audrey's own eyes as she imagined what that must've been like. To see your nation in pain, and feeling like you could do nothing to save it, that was enough to make any person do things they'd never normally think possible. She had seen the extremes that people would go to at times of stress and she couldn't imagine what she would've done had she been in their place.

"If you wish our voyage to continue, then you must press the Forget button. Be again the heart of this nation, untainted. If not, press the other button. Your reign will end, the Star Whale will be released, and our ship will disintegrate. I hope I keep the strength to make the right decision."

The video ended, leaving Liz with an ultimatum, and the others with the information they had been seeking. Audrey felt sick knowing that somewhere beneath them, a creature was trapped and enduring the most awful pain just to keep them moving. She was torn between the two options. If she were Liz, what would she do? Surely the lives of an entire nation were valued more than one creature? But, then again, no one should be able to decide what value certain lives have over another. It was wrong to imprison the Star Whale, yes, but would she have done the same if she knew it meant saving countless lives?

"I voted for this. Why would I do that?" Amy asked, sounding horrified at her actions. Audrey put a hand on the girl's shoulder in an attempt to comfort her and the other girl turned to look at her, her eyes filled with pain and confusion.

"Because you knew if we stayed here, I'd be faced with an impossible choice. Humanity or the alien. You took it upon yourself to save me from that. And that was wrong," The Doctor told Amy, "You don't ever decide what I need to know."

Audrey turned to the Doctor, shocked at how quickly he had turned his anger towards Amy. Weren't the two of them meant to be friends? Did he not understand that friends tried their hardest to protect each other from pain? She could understand the Doctor being upset with Amy for keeping things from him, but she didn't even remember what she was lying about!

"I don't even remember doing it!" Amy defended, seeming as shocked as Audrey was.

"You did it. That's what counts," The Doctor argued, sounding a bit childish.

"I'm-I'm sorry," Amy apologized.

"Oh, I don't care," The Doctor spat as he turned away from her, "When I'm done here, you're going home."

"Doctor!" Audrey cut in. She was about to argue against the Doctor when Amy did it herself.

"Why? Because I made a mistake? One mistake? I don't even remember doing it," Amy protested. The Doctor didn't look at her or give any indication he was listening. Amy slammed her hand on the table, "Doctor!"

"Yeah, I know. You're only human."

"What are you doing?" Liz asked.

The Doctor opened a control panel, "The worst thing I'll ever do. I'm going to pass a massive electrical charge through the Star Whale's brain. Should knock out all its higher functions, leave it a vegetable. The ship will still fly, but the whale won't feel it."

"That'll be like killing it," Audrey realized.

"Look, three options. One, I let the Star Whale continue in unendurable agony for hundreds more years. Two, I kill everyone on this ship. Three, I murder a beautiful, innocent creature as painlessly as I can," The Doctor sighed, "And then I find a new name, because I won't be the Doctor anymore."

"There must be something we can do, some other way," Liz insisted.

"Nobody talk to me. Nobody human has anything to say to me today!" The Doctor shouted, leaving all three women staring at him. He took a deep breath and then went back to his work, not looking up at them again.

Amy and Liz made their way across the room quietly. Audrey was about to join them. One look at the Doctor's face stopped her. She might not know him as well as Amy did, or even through stories like Liz, but she knew that he was in pain and she wasn't about to let him go through it alone. No one deserved that.

"Doctor?" She called, softly. The end of his screwdriver glowed green as he aimed it at the machinery and with the light Audrey could see the deep frown on his face.

"Not right now, Audrey," He mumbled, "I- just not right now."

"Doctor, look at me," She told him, pulling his hands away from the paneling and into her own. He hesitated to meet her eyes, then looked up at her with tears shining in his own.

"Am I making the right decision, Audrey?" He asked her, "Am I doing the right thing?"

"I don't think there is a right decision, Doctor. No matter what you do, someone is going to get hurt, but that's not your fault," Audrey said, sincerely, "It's not even their fault, not really, they were only scared. People do awful things when they're scared. Just like Amy did."

The Doctor looked down again, "I shouldn't have shouted at her. She was doing what she thought was best, but she shouldn't have kept this from me."

"She was _scared,_ Doctor. She's your friend and she was scared that this would hurt you. Plus, if she hadn't chosen to forget, she'd be dead."

"I know," He sighed, "I _know_ that, but what am I supposed to do? I can't let this go on, I can't let the Star Whale suffer."

"But if you hadn't come along, it would be suffering for so much longer. You're helping as best as you can."

The Doctor's eyes squeezed shut and he pressed their interlocked hands against the side of his face, "You always know what to say."

Picking up on his use of familiarity again, Audrey grew uncomfortable and slowly untangled her hands from his and let them fall back to her sides awkwardly.

Meanwhile, across the room, Amy was forming a plan. An alien, who was the last of its kind, and couldn't stand to see children crying. She had heard this story before. Her Raggedy Man, the last of his own kind, who had come to her rescue as a child, chasing away all her monsters. He had saved her, and now it was her turn to return the favor.

"Doctor, stop. Whatever you're doing, stop it now!" Amy demanded. Audrey looked over at her in confusion, but the Doctor barely glanced away from the control panel. Amy grabbed Liz's hand and began leading her to the console, "Sorry, Your Majesty. Going to need a hand."

Upon realizing what Amy was planning, both Audrey and the Doctor raced over.

"Amy, no! No!" The Doctor yelled, but it was too late. Amy had pushed Liz's hand down on the Abdicate button.

At first, nothing happened. Then, there was a distant roar and the entire ship started to shake. The Doctor grabbed on tightly to Audrey's arm, pulling her closer to his side. Sparks and debris fell around them for a few moments before the shaking stopped.

"Amy, what've you done?" The Doctor exclaimed.

Amy shook her head, "Nothing at all. Am I right?"

Hawthorne gasped, "We've increased speed!"

Amy smirked, "Yeah, well, you've stopped torturing the pilot. Got to help."

"Amy Pond, you are absolutely brilliant!" Audrey praised, breaking away from the Doctor and wrapping Amy in a tight hug. When she pulled away, Amy was giving her the brightest grin, as if she had just received the best compliment in the world.

"It's still here. I don't understand," Liz breathed. She moved back to the railing to see the Star Whale's brain, not believing it could still be there after all this.

"The Star Whale didn't come like a miracle all those years ago. It volunteered. You didn't have to trap it or torture it. That was all just you. I came because it couldn't stand to watch your children cry," Amy explained. Hawthorne and Liz bowed their heads, ashamed of what they had done to this creature who had volunteered itself in their service. This kind creature who came to save them all those years ago.

"What if you were really old, and really kind, and alone? Your whole race dead. No future. What couldn't you do then?" Amy continued, this time turning to talk directly to the Doctor who was staring at her in awe, "If you were that old, and that kind, and the very last of your kind, you couldn't just stand there, and watch children cry."

* * *

When everything had been resolved, Audrey had changed out of her dress and into clothes she found in the TARDIS wardrobe the Doctor had directed her to. Even though she had seen it for herself, she was having trouble wrapping her head around the idea of a bigger on the inside space ship. This was why when the Doctor went searching for her, he found her standing outside where they were still parked on Starship UK.

She was staring through the floor to ceiling windows at the stars beyond them. Though she had already seen them when they had been floating out of the TARDIS, she found it strangely more surreal to see the view out of an actual window. People were walking right by it, not even paying attention to the breathtaking sight they were exposed to every day. Yet as beautiful as it was, Audrey felt overwhelmed. She was in outer space, years and years into the future with a strange alien she had never met before.

All those runaway trips she made back home were different. She was in control all those times. She knew she could defend herself against anyone who tried something with her, she knew she could hop on a plane anytime she wanted and fly home. Here, she was completely out of her depth.

"So, what do you think?" The Doctor asked as he stood next to her. Audrey spared a glance in his direction to see that he was already looking at her and then hurriedly looked away.

"It's beautiful," She told him, honestly.

"Yeah?" He asked, sounding hopeful. She turned to face him, noticing the beaming smile on his face and felt guilty because she knew what her next words would have to be.

"But I still can't come with you."

His face fell, "Oh…"

"I'm sorry, I just- this is too much," Audrey admitted, and he nodded, looking down at the floor. Audrey was about to apologize again when her hands started to glow with white light and a sharp pain struck her head.

She let out a loud cry, gripping her head in her hands. The Doctor pulled her into his arms, trying to comfort her as best he could but he knew that there wasn't anything he could do. Audrey forced her eyes open and ignored the way that her pain increased. The Doctor was looking at her sadly but not in surprise.

"You said you were going to take me home!" Audrey accused weakly, tearing herself away from him.

"I know. I should've told you, I'm sorry," He tried to apologize, reaching out for her as Audrey staggered back, "You're going back in my time line, far back. I'll look different, but it'll still be me."

Audrey didn't have the time to question what exactly that meant because with another small noise of pain, she had faded away completely and was gone


	4. The Shakespeare Code - Part 1

It was a struggle to hold on to any one thought when she jumped. Thoughts darted across her mind like reflections dancing on water, never forming completely and always disappearing before she could grasp them.

What did the Doctor mean when he said he lied? How was she getting home? What was happening to her? Where was she going?

Everything was moving so quickly, but one feeling remained. Betrayal. Was it irrational to feel betrayed by a man she just met? If it had been anyone else then perhaps she was would say yes, but the Doctor had seemed different. Sincere. Trustworthy, even.

Or maybe she felt betrayed by herself. After years of carefully crafted walls, she had allowed herself to make one stupid decision, and had wound up in a position she wasn't sure she could get out of. There was no hopping on a plane to come home, there was no way of reversing what had happened. She was out of her depth. She was no longer in control.

"Oh my god, are you all right?" A voice cried out.

The voice belonged to a woman and was getting louder as Audrey regained awareness of her surroundings. Audrey's eyes opened to see a dark-skinned woman that she had never seen before. Another face came into view, this one a man. He had short brown hair that stuck up in every direction and his eyes were swimming with worry. Someone's hands were stroking the sides of her face softly, making her flinch.

"Where am I?" Audrey mumbled, trying to sit up. The unfamiliar woman bent down to help her and Audrey accepted gratefully.

Her eyebrows furrowed in confusion, "But how can you be here?"

Audrey was finally able to get a good look at where 'here' was when she stood up. By the looks of it, the people in the streets seemed to be wearing clothes from the 1500s, though she wasn't exactly an expert.

"Er…this definitely isn't modern times then," Audrey said. The man and woman before caught her eye next, only serving to confuse her further since their outfits didn't fit in with the time period either. Who were they? No, finding the Doctor had to be her first priority. He was the only one that could get her home.

Except right now, both of them were still staring at her, most likely wondering how a woman could appear out of thin air. Audrey hurried to find an explanation for what they'd witnessed.

"I'm not a witch, I swear," Audrey blurted out, backing up slightly. "Please don't drown me."

"Oh, it's good to see you," The man laughed, scooping her into a tight hug.

Shock took control of her body, causing her to hesitate a moment before ripping herself away from him. She moved away quickly, too quickly it seemed because her vision went hazy and she started to feel the pain in her head again. The sharpness of it was taking away the clarity she had just started to regain after the jump.

"My head hurts," Audrey moaned, mostly to herself. Stumbling away from the two people, her fingers went up to rub at her temples. Two hands fell to her waist and spun her around so that the man could look at her properly. He leaned in to get a good look while she leaned away.

"Just the after effects of the Time Vortex," he decided. "You should be fine in a minute."

"What?" Audrey questioned.

"Doctor? How did she do that?" The woman asked the man. Audrey's eyes darted between them.

"Doctor?" Audrey repeated. "You can't be the Doctor. I was just with him."

The Doctor nodded, thoughtfully, "So you haven't met this regeneration before."

"Regeneration?"

"My race, the Time Lords, we have a way to cheat death where every cell in our body is rewritten and we become a different person. Same memories, different face. You've been with another regeneration of me, a future one most likely," He explained to her.

It took a minute for Audrey to wrap her head around the idea. Before she had left, the Doctor had said that she was going back further in his time line and that he would look different but she had assumed he meant 'different' like those bad haircuts you have in the sixth grade, not different as in you're an entirely different person.

Audrey raised an eyebrow, "Anything else I should know about then?"

"No," The Doctor said. Audrey look pointedly at the woman peeking out from around his shoulder and then back to him. He turned around and then looked at the woman as if he had just noticed her. "Oh, this is Martha."

The two women exchanged small waves before Audrey became distracted by something behind them. Her brown eyes lit up with a new shade of amazement as she walked to the edge of the street where a river was roped off.

Brown water was flowing at a lower level than the city, dragging sewage upstream and making small waves that lapped at the seawall. It wasn't the river that drew her attention, however. It was the city that rose on the other side of it. Great big buildings were huddled together. Some of them had chimneys that released a swirling pattern of smoke that seemed to rise up and join the rest of the fog that settled over the city. Just like Starship UK, it was a new and foreign site that Audrey could never have imagined.

 _Stay. You should stay. Think of the adventure,_ the voice in Audrey's head nagged her. These sites were making her resolve wither by the minute, but she pushed it down.

Her family needed her at home. And now, she would have a story for when she returned. That is if they believed her. She had been to the future and now to the past, though she wasn't sure by exactly how much. The first thought in her mind was that she couldn't wait to tell Reed, seeing as he had always been the history buff of the family. Then, their last encounter surfaced in her mind.

 _No_ , she thought, _I'm going to fix it_. Everything would be better when she returned.

While she was out of earshot, Martha took this time to turn to the Doctor, "No, hang on. How come she doesn't know me? We've met before. At the hospital, she was there and we met."

"She doesn't always meet people in the right order," The Doctor informed her, though his attention was focused elsewhere, "She could be here now and then jump twenty years into your future."

Martha wasn't sure she understood, but she nodded anyways. She supposed it did make sense, though. The Audrey in front of her now was acting like a completely different person than the woman she had met before.

"So, where are we?" Audrey asked as she joined them again.

Martha smiled, "We're going to see Shakespeare!"

"Ok, I take it back," Audrey told the Doctor excitedly. "You can take me home _after_ we see Shakespeare."

What was one more adventure in the long run, Audrey reasoned with herself. She could still change her mind at any time.

"Take you home?" The Doctor repeated in confusion. Martha didn't seem to notice their conversation as she walked ahead to the theatre. Audrey and the Doctor lagged behind.

"Well, yeah, I can't stay here forever. My sister is expecting me to be at her recital at seven. You can get me back before seven, right?" Audrey asked, before interrupting herself with a giggle, "Oh my god, she's never gonna believe where I've been."

"Audrey, I can't take you home."

Audrey's heart skipped a beat as she faced the Doctor. He stared, not sure why this was news to her. Panic was beginning to set in for Audrey, but she refused to believe it.

"What do you mean? When I was with you before you said…"

"You're from an alternate universe. I can't travel there."

"You mean I'm stuck here?" Audrey asked. This couldn't be happening. When she was with the other Doctor he had said he would take her home, he had promised. She couldn't be stuck in an alternate universe, her family needed her.

"I'm sorry," the Doctor apologized. To his credit, he did sound sincere, but Audrey couldn't trust it. The other Doctor had sounded sincere as well and all that time he had been lying to her face. Audrey carded her hand anxiously through her hair, pulling at the ends of it roughly.

"What am I supposed to do now?" Audrey muttered to herself. "I don't have any money or anything and I can't live in an alternate universe! I'm sure it's all pretty much the same but my family-"

"No, no, Audrey, you- did future me really not explain all of this?" The Doctor wondered, "Audrey, you get pulled through my time line at random. We could meet now and then you could travel back to years ago or years in the future. I've known you for most of my life."

"So that's what happens to me now? I just get pulled around for the rest of my life?"

"I'm sorry," He said again.

By this point, the two of them had reached the theatre. The Doctor opened his mouth to say something, but was cut off by Martha who was already standing at the entrance of the theatre. She was calling their names and trying to wave them over, not realizing the seriousness of their situation. Her insistence brought them out of their thoughts and made them realize that this wasn't the best time to be having this conversation.

The Doctor sighed, "I'll explain everything after this. I promise."

"Yeah. Yeah, you keep saying that," Audrey muttered.

Looking back on it, a lot of things started to make sense. At first when the other Doctor had promised to take her home, she had known that he was keeping something from her. It also explained why the queen had known so much about her or why Amy and the Doctor acted so familiar with her. He really wasn't lying this time; her whole life had been flipped around and now she was stuck in an alternate universe without any of her friends or her family. So far, the only constant was the Doctor, and not even him or the companions he traveled with stayed the same.

Now, she found herself standing in a place that people could only dream of and all she could think about were the things she was missing.

On the stage, there were actors playing out the events of Shakespeare's Love's Labors Lost. There was part of her that was crying out to enjoy it, to live in these moments of impossible situations, but it was directly conflicting with the part of her that wanted to be angry, that wanted her to _want_ to go home.

Clashing emotions left her feeling torn. What was she supposed to feel? If she couldn't do anything about the situation was it healthy to agonize over it? But on the other hand, was it right to give in so easily?

Audrey could feel her emotions spilling out, flying too close to the surface for her to feel comfortable. She pushed it down and let the familiar feeling of being numb was over her. Numbness was good, it was safe. And once she was numb to her emotions, she was a blank canvas to be painted over and presented to the outside world. A mask fell over her face, making her seem like one of the others in the theatre who were excited to see Shakespeare's masterpieces come to life.

After the play had ended and the actors were all bowing on the stage, Audrey was smiling and cheering loudly with the rest.

"Where's Shakespeare? I want to see Shakespeare. Author! Author!" Martha called, turning to look at Audrey. "Do people shout that? Do they shout author?"

People around them picked up the chant as they pumped their fists in the air. Both girls looked at each other with a grin.

"Well, they do now."

Cheers grew louder as a dark haired man walked out on stage with his hands in the air. It was clear that he was a crowd charmer and that he reveled in the attention. He blew kisses to the audience and bowed, soaking up the praise that the crowd bestowed upon him. Audrey's own hands were hurting from how hard she was clapping but she didn't take notice. Shakespeare, the _real_ Shakespeare was standing in front of her and they had just watched on of his _actual_ plays.

While Reed was the history buff of the family and Phoebe was the dancing prodigy, literature was where Audrey's strengths lay. She had been in college to become an English professor and Shakespeare had been the last playwright they had covered before her unscheduled vacation.

"He's a bit different from his portraits," Martha commented as she got a good look at the man.

Audrey smirked. "Mm, but who's complaining?"

"Genius. He's a genius. _The_ genius. The most human human there's ever been," The Doctor beamed, "Now we're going to hear him speak. Always he chooses the best words. New, beautiful, brilliant words."

"Ah, shut your big fat mouths!" Shakespeare yelled at the crowd.

"Not quite what I was expecting," Audrey admitted. The Doctor voiced his own disappointment and Martha leaned over to shake her head at the two of them.

"You should never meet your heroes," She advised.

"You've got excellent taste, I'll give you that," Shakespeare said on stage, "I know what you're all saying. Love's Labor's Lost, that's a funny ending, isn't it? It just stops. Will the boys get the girls? Well, don't get your hose in a tangle, you'll find out soon. Yeah, yeah. All in good time. You don't rush a genius."

On stage, Shakespeare jerked back suddenly and looked around the crowd, "When? Tomorrow night. The premiere of my brand new play. A sequel, no less, and I call it Love's Labor's Won."

"I'm not an expert, but I've never heard of Love's Labor's Won," Martha said as they were filing out of the theatre. Before the Doctor could say anything, Audrey turned to Martha excitedly.

"It's the lost play. There's rumors of it and it's listed in lists of his plays but other than that, nothing. And no one knows why," Audrey explained and both of them turned to her in surprise, "Sorry. I was studying this stuff in college. I've always been a bit of a literature fanatic."

The Doctor grinned at her, but Audrey could see the questioning look that lingered in his eyes. As convincing as Audrey knew her act to be, the Doctor could see right through it. In fact, it seemed like Martha's presence was the only thing stopping him from calling her out on it. However, Martha had begun to pick up on the tension in the air. She looked between the two of them before changing the subject.

"Have you got a mini-disc or something? We can tape it. We can flog it. Sell it when we get home and make a mint," Martha exclaimed.

The Doctor was quick to shoot that idea down with a shake of his head.

"That would be bad," Martha concluded.

"I wonder why it disappeared in the first place," Audrey said, looking back at the theatre.

The Doctor glanced over at her, saw the interest in her face, and sighed. Saying no to Audrey had never been his area of expertise, even if she didn't know him well enough yet to use it to her advantage. Perhaps this could make up for the news he had dropped on her earlier…

"Well, I was just going to give Martha a quick little trip in the TARDIS, but I suppose we could stay a bit longer if you want."

After making their way to an inn down the street called 'The Elephant', the three of them walked into a room where three men were sitting around a table. It seemed to be two actors from the play and, most noticeably, Shakespeare himself sitting behind the desk. When they Doctor had suggested they stay a while longer, Audrey had never imagined that _meeting_ William Shakespeare is what he had meant.

"Hello!" The Doctor greeted cheerfully. All three men looked up, alarmed. "Excuse me, not interrupting, am I? Mister Shakespeare, isn't it?"

The playwright sighed in annoyance, Oh, no. No, no, no. Who let you in? No autographs. No, you can't have yourself sketched with me. And please don't ask where I get my ideas from. Thanks for the interest. Now be a good boy and shove-" He cut himself off as his eyes landed on Martha and Audrey peeking out from around the Doctor's shoulders and gestured to the seats in front of him, "Hey, nonny nonny. You ladies, sit right down here next to me. You two get sewing on the costumes. Off you go."

A woman standing in the doorway of the room rolled her eyes at Shakespeare's behavior, yet didn't seem surprised.

"Come on, lads. I think our William's found his new muses," She said as she ushered the men out of the room. Audrey and Martha sat down in the vacated seats while the Doctor dragged a third chair from the corner of the room and positioned it next to Audrey's.

"Such unusual clothes. So fitted," Shakespeare observed, eyes scanning their figures.

Audrey, who had admittedly been a little star struck, felt someone's hand grab her own and interlock their fingers. The Doctor had set their intertwined hands in plain view of Shakespeare, but didn't meet her eyes when she sent him a questioning look. After a moment, she moved her hand away.

"Er, verily, forsooth, egads," Martha tried and the Doctor turned to Martha.

"No, no, don't do that. Don't," He said before pulling out a small black wallet and showing it to Shakespeare, "I'm Sir Doctor of TARDIS and this is my wife Audrey. Miss Martha Jones is our companion."

Audrey opened her mouth, ready to refute any idea of her being the Doctor's wife, when an elbow dug into her side. Turning to glare at the Doctor was useless, he only gave her an innocent look in reply.

Shakespeare looked doubtful, "Interesting, that bit of paper. It's blank."

"Oh, that's very clever. That proves it. Absolute genius."

Before Audrey could take a look at the paper, Martha took it from the Doctor's hands and stared at it in confusion.

"No, it says so right there. Sir Doctor, Audrey, and Martha Jones. It says so."

"And I say it's blank," Shakespeare replied simply.

"Psychic paper. Er, long story. Oh, I hate starting from scratch," The Doctor muttered, turning to see a confused Audrey and nodding to himself, "Starting from scratch twice. Brilliant."

"Psychic? Never heard that before and words are my trade. Who are you exactly?" Shakespeare questioned, then leaned his head on his hand as he stared at Martha, "More's the point, who is your delicious blackamoor lady?"

While Martha looked both insulted and surprised at Shakespeare's words, the Doctor leaned back in his chair with a smug look.

"Oops. Isn't that a word we use nowadays? An Ethiop girl? A swarth? A Queen of Afric?"

"I can't believe I'm hearing this," Martha stated, turning to look at Audrey in disbelief.

"It's political correctness gone mad," Audrey whispered, leaning into the girl as the Doctor carried on, trying to explain where Martha came from. When she tuned back into their conversation she elbowed the Doctor in the side, "Freedonia? Really?"

"Excuse me!" A man called out suddenly as he entered the room, "Hold hard a moment. This is abominable behavior. A new play with no warning? I demand to see a script, Mister Shakespeare. As Master of the Revels, every new script must be registered at my office and examined by me before it can be performed."

"Tomorrow morning, first thing, I'll send it round," Shakespeare promised, trying to appease the man.

"I don't work to your schedule, you work to mine. The script, now!" He demanded.

"I can't."

"Then tomorrows performance is cancelled," The man declared smugly. Audrey watched as the servant girl that had been cleaning left the room quietly, her supplies left abandoned. The Doctor and Martha didn't seem to notice as they were too busy watching as the two men went on, Lynley eventually leaving after announcing that he would make sure the play would never go on.

Once Lynley had left, Martha turned to the two of them, "Well then, mystery solved. That's Love's Labor's Won over and done with."

"Bit uneventful," Audrey commented and Martha nodded in agreement.

"I thought it might be something more, you know, more mysterious."

A scream rang out from the street, making the four of them shoot up in their seats and run outside. More screams were coming from the people in the courtyard as Lynley stumbled in, grasping his throat as water shot out from his lips.

"It's that Lynley bloke," Martha pointed out.

"What's wrong with him?" The Doctor questioned before running over to help, "Leave it to me. I'm a doctor."

"So am I, near enough."

Audrey tried to hold him still so that Martha could check him over but he collapsed on to the ground. The women leaned over him, trying to hear for a heartbeat yet there was nothing. When Martha went to give him CPR, water poured out of his mouth and she reared back quickly.

"What the hell is that?"

Audrey moved to get a closer look, her brows furrowing together, "It's water. His lungs are full of water, he drowned."

"I've never seen a death like it," The Doctor commented, "He did drown but after that, I don't know, like a blow to the heart, an invisible blow."

The Doctor looked back at the crowd that had drawn around them, his face neutral, and he called for the innkeeper they had seen earlier.

"Good mistress, this poor fellow has died from a sudden imbalance of the humors. A natural If unfortunate demise. Call a constable and have him taken away."

She nodded and was about to leave when the servant girl from before spoke up.

"I'll do it, ma'am," She said, turning on her heel and leaving. Audrey could've sworn she saw the young woman smirk just before she left, but she couldn't be certain. What would a serving girl have to gain from Lynley's death?

"And why are you telling them that?" Martha asked the Doctor.

"If you were to tell them what really happened, they'd panic and think it was witchcraft," He replied.

"Okay, what was it then?"

The Doctor looked at her blankly, "Witchcraft."

The three of them had returned back to the inn when it became apparent their trip was going to be different from what they had expected. Audrey had thought they'd journey back to the TARDIS and then come back tomorrow to see Shakespeare's play. However, they couldn't risk something happening while they were gone, so they decided to stay the night in the Inn.

"I got you and your wife a room, Sir Doctor. And Miss Martha Jones is just down the hall," Dolly informed them, but all she got were absentminded nods in reply. Everyone was too enthralled with their thoughts to provide much conversation.

"Poor Lynley. So many strange events," Shakespeare spoke, after a long stretch of silence. He then turned to Martha, his eyes lit with interest, "Not least of all, this land of Freedonia where a woman can be a doctor?"

"Where a woman can do what she likes," Martha corrected lightly.

"And you, Sir Doctor. How can a man so young have eyes so old?"

The Doctor brushed the comment off, "I do a lot of reading."

Shakespeare seemed to expect this answer from the Doctor and, surprisingly, didn't push the subject. Instead, he turned to Audrey. She felt uncomfortable when placed under his inquisitive gaze. The look in his eyes made you think he was capable of unlocking all your most personal secrets in a single look, and he was so clever that it wouldn't surprise Audrey if he could.

"And you," He said, "Your kind eyes have a sadness in them too great for someone as young as yourself. How can one woman seem to carry the weight of the world within one look?"

"I'm stronger than I look," Audrey shot back. She tried to brush it off as casually as the Doctor had but it didn't work. Luckily for her, Martha Jones came to her rescue.

"I think we should say goodnight," She said. There were muttered replies that followed her as she exited the room. Audrey turned for the doorway but lingered behind long enough to catch the end of the Doctor and Shakespeare's conversation as they said goodnight to each other.

The two of them ascended the stairs in silence, even though Audrey was bursting at the seams with unanswered questions. It was easy enough to push away the thoughts of their earlier conversation when they were rushing around with William Shakespeare of all people, but now, in the quiet of the night it wasn't as easy to ignore.

Audrey entered the room first. It was bare of mostly everything except a bed that sat in the middle of the room and a nightstand on either side. Two candle holders were mounted on the walls, neither of them lit. The only light in the room was the moonlight that streamed in through the window. The Doctor brushed past her and Audrey shut the door quietly. He was already standing in the middle of the room, rambling on about something or another.

"Bit boring décor wise, but I suppose it'll do. The good news is the bed is fairly large-"

"Doctor," Audrey interrupted.

"-Or I could take the floor. If you'd be more comfortable, that is. I-"

"Doctor."

This time it was loud enough to draw his attention and he stopped. There was a sigh before he sat down on the bed, looking dejected. Audrey assumed he knew what conversation was about to follow. She sat down next to him, careful to leave at least a foot of space between them.

"Doctor, can I… am I really stuck here?" Audrey asked, allowing the slightest bit of fear to color her voice.

"Yes," He told her honestly. A slight flicker of pain crossed his face before he schooled his expression into a neutral one.

"And- and why is this happening?"

"We still haven't figure that bit out yet," The Doctor admitted.

"What do you mean?"

"Well, we know that our time lines are tied to each other in some way, and that you are pulled through them at random, but we've never been able to figure out why," The Doctor explained. Audrey could see how he was taking great care to pick his words, "No human should be able to do the things you do, Audrey."

Everything was so new and complicated that Audrey wasn't sure what to think about it, or if she was even ready to accept it as the truth. The Doctor was trying to help ease her into this life as best he could, but the lack of a real explanation was making it hard for her to wrap her head around the situation.

Something in her expression must've given away her feelings because the Doctor grabbed her hand and held it tightly. Audrey pulled it away sharply.

" _Stop doing that!_ " Audrey snapped, making the Doctor jerk away from her with wide, apologetic eyes. Air was hard for her lungs to find as her chest heaved violently, and she still felt breathless. Everything was happening too fast and Audrey felt cornered. Pain bloomed in her chest as it tightened with fear.

"Audrey, listen to me," The Doctor said. He didn't try to reach out to her again, instead he sat completely still, and tried to project a calm demeanor.

The woman in front of him wasn't listening to him, she was beyond listening to anything. Her ears were ringing with the sound of her own heartbeat, which was much too fast and felt like it was trying to beat out of her chest.

"My family…" Audrey muttered, her tongue darting out to wet her chapped lips, "My family isn't going to know what happened. They're going to think I left them. I can't…I can't-"

Her hand rubbed harshly against the back of her neck as she tried to think. All her thoughts were flying around her mind at a speed that meant it was impossible for her to grasp a hold of one in particular. What would her parents do? What about Phoebe, sweet Phoebe who looked up to Audrey? And Reed, he'd always think she'd finally had enough and left. She'd never see them again, never make things right, never tell them she loved them. Never, never, never-

The Doctor's face swam into view in front of her, "Audrey, breathe."

Audrey shook her head, "No, no, I can't…I can't."

"Here, breathe with me," The Doctor encouraged as he began counting out the beats. Audrey tried her best to follow, but kept losing the pace and hyperventilating. The Doctor remained patient, starting over each time until Audrey had finally returned to a normal breathing rate.

"Come, sit down. We can talk about it all," The Doctor suggested.

Audrey's eyes darted around the room. The panic had subsided, leaving only sadness in its wake and making Audrey swallow back a lump in her throat.

"No," Audrey said firmly. The Doctor watched as she crossed the room quickly and opened the room, "I'm going to ask Dolly for another room. I…I'm sorry."


	5. The Shakespeare Code - Part 2

Audrey didn't sleep. She lied awake, staring at the wood paneling on the wall and wondering how many alternate universes there were. Were there only two? Or was there an infinite amount of Audrey's out there? She wondered if she lost her family in all of them or if it just so happened that she was the unlucky incarnation. Maybe it was karma for all that she had done.

When a scream echoed through the room, Audrey knew the chase was back on. Another clue would have surfaced, and they would be off running once more. She debated just lying there in that room until it was over. Would the Doctor come looking for her? Perhaps he would just leave her there and she'd live out her life in Shakespearian London, at least until she was dragged back to him by some force of nature neither of them could explain.

This was the way her new life was wired. It was like she and the Doctor were tied together by an elastic string, she could pull as far away as possible, but eventually they'd come colliding back together, and her struggle only caused them both pain.

Footsteps echoed in the hall, no doubt the Doctor and Martha rushing to the rescue. Audrey pulled herself out of the bed, much to the inner protests she was facing, and moved to the door. She could brood for days but it wouldn't matter. Everything she knew was gone but it is what it is. This life had real consequences for real people and she couldn't risk their safety for the sake of her pouting.

Audrey arrived downstairs only moments behind the Doctor and Martha, who had stopped in the doorway of Shakespeare's study.

"What? What was that?" Shakespeare jolted awake, lifting his head to see Dolly, the innkeeper, lying on the floor. The Doctor bent down next to Dolly, while the girls rushed to the window.

"What the hell is that?" Audrey exclaimed. In the light of the moon, they could see a woman riding a broom into the sky. Audrey felt like she had stepped into a cheesy Halloween movie and, judging by the look Martha gave her, it seemed the other woman agreed.

"Her heart gave out. She died of fright," The Doctor responded.

Audrey shook her head, "No. _That._ "

By the time the Doctor had reached the window, the witch was gone. The Doctor turned to her and Martha as they continued to stare out the window in shock.

"A witch," Audrey said, "I mean, I think it was a witch. That's what it looked like."

"That was definitely a witch," Martha agreed.

This just keeps getting better and better, Audrey thought sarcastically.

* * *

It was morning now and the soft light was shining through the window ofShakespeare's study. In the passing hours they hadn't done much in the ways of forming a plan. There was still a witch out there who had a strange fascination with Shakespeare and they weren't any closer to stopping her. Audrey did find, however, that she had Martha made an excellent team. They bounced ideas off of each other at a rapid speed, seeming to know what the other was thinking before they had even finished the thought.

"Oh, sweet Dolly Bailey," Shakespeare sighed, "She sat out three bouts of the plague in this place when we all ran like rats. But what could have scared her so? She had such enormous spirit."

"Rage, rage against the dying of the light," The Doctor quoted.

Shakespeare looked thoughtful. "I might use that."

"You can't. It's someone else's," The Doctor told him absentmindedly. Hours of spit-balling theories had tired them all, especially since they didn't get much rest before. Although, Martha didn't seem content with giving up.

"But the thing is, Lynley drowned on dry land, Dolly died of fright, and they were both connected to you," Martha said, glancing over at Shakespeare. The man returned her gaze with a sharp look.

"Are you accusing me?" He asked, sounding offended.

"No, but she's right. Two people, who just happen to be close to you, die mysteriously. That seems a bit suspicious don't you think?" Audrey shook her head. "You should never ignore a coincidence."

"And I saw a witch, big as you like, flying, cackling away, and you've written about witches," Martha added.

"I have? When was that?"

"Not quite yet," The Doctor said, low enough for only the girls to hear. Martha looked over to Shakespeare and hoped that she hadn't somehow mucked it up. If time was always changing, like the Doctor said, then was accidently spilling one of Shakespeare's stories big enough to effect that? Luckily, Shakespeare didn't seem to be paying much attention. He was too lost in his thoughts.

"Peter Streete spoke of witches," Shakespeare commented, though it sounded more like he was thinking aloud.

"And who's he?" Audrey asked.

"Our builder. He sketched the plans to the Globe," Shakespeare said.

"The architect," The Doctor said to himself. Suddenly, he jumped out his chair and looked over at them. "The architect! The Globe! Come on!"

And then, he ran out of the room without waiting to see if they would follow him. Knowing the Doctor must be on to something, Audrey shrugged and followed after him. Shakespeare and Martha were not far behind.

* * *

The Globe Theatre was even more beautiful in the daylight. It was empty, save for a few wandering actors practicing lines or moving props. Audrey could see all the way to the top box seats and all the details that she couldn't see last night were visible now. She had to stop herself from getting too distracted by it, especially since the situation was so serious.

"The columns there, right? Fourteen sides. I've always wondered, but I never asked. Tell me, Will. Why fourteen sides?" The Doctor asked curiously.

Shakespeare shrugged, "It was the shape Peter Streete thought best, that's all. Said it carried the sound well."

"Fourteen," The Doctor repeated. "Why does that ring a bell? Fourteen."

"There's fourteen lines in a sonnet," Martha suggested.

"So there is. Good point. Words and shapes following the same design. Fourteen lines, fourteen sides, fourteen facets," he continued, "Oh, my head. Tetradecagon. Think, think, think! Words, letters, numbers, lines!"

"This is just a theatre," Shakespeare said, dismissively. This struck Audrey as odd. How could a man like Shakespeare, who's biggest platform was the stage, so easily brush off its importance?

"But think about it, it's powerful, it's what carries the energy of a play. A theatre isn't just a theatre, it's magic," Audrey told him.

"Exactly!" The Doctor agreed, pointing at her, "Stand on this stage, say the right words with the right emphasis at the right time. Oh, you can make men weep, or cry with joy. Change them. You can change people's minds just with words in this place. But if you exaggerate that…"

"It's like your police box. Small wooden box with all that power inside," Martha said, making the Doctor grin.

"Oh, Martha Jones, I like you."

The Doctor turned to Shakespeare, "Tell you what, though. Peter Streete would know. Can I talk to him?"

"You won't get an answer. A month after finishing this place, lost his mind," Shakespeare explained.

"Why? What happened?" Audrey asked.

"Started raving about witches, hearing voice, babbling. His mind was addled."

"Where is he now?"

"Bedlam."

* * *

Bethlem Hospital, or Bedlam as it was called by some, was not as nice as it sounded. Well, that's if anything Shakespeare had to say about it was true. On the way there, he had given them a brief description of the place and it didn't sound like a place they wanted to visit. Still, if they were going to get answers, this is where they would find them.

"Are you okay?"

Audrey turned to the Doctor, who was looking at her in concern. As soon as she was with in reaching distance, the Doctor had reached out to grab her hand before quickly retreating. He tried to pretend as if it hadn't happened, and Audrey went along with it as well.

"I'm walking with William Shakespeare," Audrey pointed out. "I'm pretty sure that this has crushed any bucket list goals I could ever hope to have."

The Doctor only gave her a knowing look and she sighed.

"I just don't want to think about any of it," Audrey muttered, "My family is gone and I'll never be able to see them again. I'm terrified, but I can't change it and right now we have bigger things to worry about."

"After we take Martha home, we'll go somewhere amazing," The Doctor promised, trying to take her mind off of it. Distractions were Audrey's forte and the Doctor knew it. There was nothing in his power that could make her confess her true feeling, much less confront them, so all he could do was offer distractions and be there when she inevitably broke down. It must've worked, even a little bit, because she laughed.

"I don't know, Doctor. Meeting Shakespeare is pretty incredible. Are you sure you can top that?"

He grinned. "Oh, definitely."

Slowly but surely Audrey was beginning to see the better aspects of traveling with the Doctor, rather than all the things she was losing. Every time she thought about her family, her heart would break a little bit more, but there wasn't anything to be done about it and there was no one to blame. It was irrational to blame the Doctor or even to blame herself for what had happened. There had to be a point in time where she tried to push past that because life wasn't going to wait for her to grieve and, in this life, she was sure that she couldn't afford to be dwelling on it.

It helped that the people she was with were kind and understanding. She wasn't sure if Martha knew the full scope of the situation, but she was trying as best as she could to make sure Audrey was focused on other things to take her mind off of her family. The Doctor was hyper-aware of how new and confusing everything was to Audrey, going as far as offering for Audrey to stay in the TARDIS to think everything over while they helped Shakespeare with the witch. She had denied that option of course and he settled for checking in with her several times to make sure it wasn't overwhelming.

As of now, Audrey and the Doctor were quietly laughing at Shakespeare's attempts to flirt with Martha and the woman's hilarious reactions.

"Come on," The Doctor called to Shakespeare and Martha when they had started lagging behind, "We can all have a good flirt later."

Shakespeare smiled slyly, "Is that a promise, Doctor?"

Audrey let out a shocked laugh, turning to the Doctor openmouthed and pointing at the playwright, "I knew it!"

At this moment, all Audrey could think about was the professor that she had debated on the subject of Shakespeare's sexuality and the sonnets that showcased her point. Ha, suck it, Mr. Barnes.

"Oh, fifty-seven academics just punched the air. Now move!"

They arrived at the hospital a short while after that. The Doctor had gotten them in using the psychic paper and the same cover story that he had given Shakespeare. Audrey didn't protest at first when the Doctor referred to her as his wife, but as soon as the keeper turned his back, Audrey hit the Doctor in the back of the head.

"What was that for?" He whined, rubbing the spot even though Audrey knew she didn't hit him hard enough to hurt. To her surprise, he _actually_ pouted like a small child. Audrey really shouldn't have found it as cute as she did.

"You know what that was for."

The keeper led them through hallways full of dirty cells, their inhabitants screaming out at them as they passed. Some even reached out through the bars. One managed to get a grip on the end of Audrey's jacket, causing the Doctor to pull her close to his side and not let her go until they were stopped in front of Peter Streete's cell.

"Does my Lord Doctor wish some entertainment while he waits?" The keeper asked, exposing his decaying teeth when he smiled. "I'd whip these madmen. They'll put on a good show for you. Mad Dog in Bedlam."

"No, I don't!" The Doctor said angrily.

The keeper looked disappointed, "Well, wait here, my lords, while I make him decent for the ladies."

Audrey had never been a major history fan so she wasn't entirely sure if whipping patients had been a common thing during this time period. It wouldn't surprise her if it was, though.

"So this is what you call a hospital, yeah?" Martha asked, sounding just as angry about the treatment of the patients as Audrey and the Doctor were. "Where the patients are whipped to entertain the gentry? And you put your friend in here?"

Shakespeare rolled his eyes, "Oh, it's all so different in Freedonia."

"But you're clever," Martha argued. "Do you honestly think this place is any good?"

"I've been mad. I've lost my mind. Fear of this place set me right again. It serves its purpose," He defended.

"Mad in what way?"

"You lost your son," Audrey spoke up. In school she had done an essay on Shakespeare's son and how his death effected the themes of Shakespeare's later plays. The playwright nodded solemnly.

"My only boy. The Black Death took him. I wasn't even there."

Martha frowned, "I didn't know. I'm sorry."

"It made me question everything. The futility of this fleeting existence. To be or not to be," He paused, "Oh, that's quite good."

"You should write that down," The Doctor suggested.

"Maybe not. A bit pretentious."

Audrey pinched her fingers together, "Only a little."

The keeper reappeared to usher them into the cell, "This way, my lord!"

Facing away from them was a man dressed in tattered clothes. He didn't turn around when they entered, Audrey wasn't even sure if he knew they were there at all. The keeper lingered around the gate to the cell.

"They can be dangerous, my lord," he warned them, "Don't know their own strength."

"Yes, it'd probably help if you didn't whip them," Audrey snapped, shooing him out of the room with her hands. They could hardly get any answers out of Peter Streete until they were sure they wouldn't be overheard. The keeper gave her a nasty look before leaving.

"Peter? Peter Streete?" The Doctor tested as he approached the man. He got no reply.

"He's the same as he was. You'll get nothing out of him," Shakespeare insisted.

"Let him at least try," Audrey told him, "It can't make matters worse."

The Doctor bent down next to Peter, putting a hand on his shoulder. This time, the man rose his head.

"Peter?"

Setting his fingers on Peter's temples, the Doctor continued to speak in a level tone.

"Peter, I'm the Doctor. Go into the past. One year ago. Let your mind go back. Back to when everything was fine and shining. Everything that happened in this year since happened to somebody else. It was just a story. A Winter's Tale. Let go."

"That's it. That's it, just let go," The Doctor encouraged, easing Peter back to lie on his cot, "Tell me the story, Peter. Tell me about the witches."

"Witches spoke to Peter. In the night, they whispered. They whispered. Got Peter to build the Globe to their design. Their design!" Peter exclaimed, his voice teetering on the edge of breaking, "The fourteen walls. Always fourteen. When the work was done they snapped poor Peter's wits."

"Where did Peter see the witches? Where in the city?" The Doctor questioned, "Peter, tell me. You've got to tell me where were they?"

"All Hallows Street."

"Too many words," Another voice cut in sharply.

Everyone snapped their eyes to the figure standing on the far end of the cell, glaring down at Peter Streete. The witch's face was long and pinched, the most prominent feature being her pointed nose and chin.

"What the hell?" Martha cried, backing away from the creature.

"It's a witch, a real witch," Audrey said, letting out a stunned laugh, "Aliens and witches in the same day."

"Just one touch of the heart," The witch sang, ignoring the Doctor's protests, and laying her hand on Peter's chest. With a single touch, she had killed Peter.

"You didn't have to kill him!" Audrey shouted, taking a step towards her.

The witch didn't seem intimidated by the fact that she was outnumbered, though with abilities like that, Audrey didn't think she had reason to be frightened of them.

"Now, who would be next, hmm? Just one touch. Oh, oh, I'll stop your frantic hearts. Poor, fragile mortals."

When the witch started to draw closer to them, Martha ran to the entrance of the cell. She pulled on the bars frantically, before realizing they were too secure.

"Let us out! Let us out!" She yelled, hoping that the keeper could still hear them.

"That's not going to work. The whole building's shouting that," The Doctor pointed out.

"Who will die first, hmm?" The witch taunted.

The Doctor stepped forward, "Well, if you're looking for volunteers."

"Doctor, don't!" Audrey said, trying to grab his wrist, but he was too far away.

"Doctor, can you stop her?" Shakespeare questioned.

The witch laughed, "No mortal has power over me."

"Oh, but there's a power in words. If I can find the right one. If I can just know you."

"None on Earth has knowledge of us," She told him. The witch seemed confident in this, but the Doctor shook his head.

"Then it's a good thing I'm here. Now think, think, think," He urged himself, "Humanoid female, uses shapes and words to channel energy. Ah! Fourteen! That's it! Fourteen! The fourteen stars of the Rexel planetary configuration! Creature, I name you Carrionite!"

The witch let out a terrible scream before disappearing in a flash of light. The cell was quiet for a moment, everyone recovering from what had just happened. The Doctor turned back to them, a grim look on his face.

"That was something," Audrey breathed out, still in shock, "I don't know what you did, but it was incredible. What exactly _did_ you do?"

"I named her," He replied, "The power of a name. That's old magic."

"But there's no such thing as magic," Martha said and the Doctor shrugged.

"Well, it's just a different sort of science. You lot, you chose mathematics. Given the right string of numbers, the right equation, you can split the atom. Carrionites use words instead."

"Use them for what?" Shakespeare asked.

"The end of the world."

* * *

Visiting Peter Streete had given them just as many questions as it had answered. Except now they had the name of their enemy which would surely aid in taking care of them.

"The Carrionites disappeared way back at the dawn of the universe. Nobody was sure if they were real or legend," The Doctor explained once they were back at the Inn.

"Well, I'm going for real," Shakespeare said.

"But what do they want?" Audrey asked.

"A new empire on Earth. A world of bones and blood and witchcraft," answered the Doctor.

"And how do they plan to do that?" Audrey continued. It was obvious that Shakespeare was a part of their plans, it couldn't be a coincidence that they had killed three people who were all connected to him in some way. But what could they use him for?

The Doctor turned to Shakespeare, "I'm looking at the man with the words."

"Me? But I've done nothing."

"Hold on, though," Martha cut in, "What were you doing last night, when that Carrionite was in the room?"

Shakespeare thought for a moment, "Finishing the play."

"What happens on the last page?"

"The boys get the girls. They have a bit of a dance. It's all as funny and thought provoking as usual. Except for those last few lines…" He said thoughtfully, "Funny thing is, I don't actually remember writing them."

The Doctor stood up straighter, "That's it. They used you. They gave you the final words like a spell, like a code. Love's Labours Won. It's a weapon. The right combination of words, spoken at the right place, with the shape of the Globe as an energy converter! The play's the thing!" The Doctor turned back to look at an overwhelmed Shakespeare, "And yes, you can have that."

* * *

The four of them split up shortly after that. Will was instructed to head to the theatre and stop the play at any costs, while the Doctor, Audrey, and Martha headed to All Hallows Street to stop the witches. The street was small, only a few houses lined the sides of it and there was a common ground in the middle.

"All Hallows Street, but which house?" The Doctor wondered, looking around the street impatiently. The adrenaline was settling in Audrey veins and she could feel her heart racing inside her chest. It was an odd feeling, but she enjoyed it.

"The thing is though, am I missing something here? The world didn't end in 1599. It just didn't. Look at me. I'm living proof," Martha said as she gestured to herself. The Doctor looked over at her with a certain look on his face and Audrey sighed.

"Why do I have a feeling that you're about to say something we're not going to like?" Audrey asked.

The Doctor didn't hear her. "Oh, how to explain the mechanics of the infinite temporal flux? I know. Back to the Future. It's like Back to the Future."

Martha raised an eyebrow, "The film?"

"No, the novelization," The Doctor mocked sarcastically, "Yes, the film. Marty Mcfly goes back and changes history."

"And he starts fading away," Martha finished and then her eyes widened, "Oh my God, am I going to fade?"

""You and the entire future of the human race. It ends right now in 1599 if we don't stop it. But which house?" He questioned. As if answering to the Doctor's words, the front door to the house in front of them opened with a loud creak, "Ah. Make that witch house."

The three of them shared a look before walking into the house. The interior was much less inviting than the exterior. Strange objects were hanging from the ceiling on strings, making the room feel much smaller than it was. Audrey ducked underneath what seemed to be a wind chime of bones and came face to face with a symbol drawn on the wall in dripping blood.

She winced, moving away from it, "Lovely."

Standing on the other side of the room was Lilith. She didn't seem surprised they had found their way into her room, but Audrey supposed the door opening on its own should've been the first sign that she was expecting them.

"I take it we're expected."

"Oh, I think Death has been waiting for you a very long time," Lilith answered easily.

Martha stepped forward confidently, "Right then, it's my turn. I know how to do this. I name thee Carrionite!"

Lilith gave a fake gasp but was otherwise unharmed. Martha turned back to the Doctor and Audrey with a frown.

"What did I do wrong? Was it the finger?"

"The power of the name works only once," Lilith told her, "Observe. I gaze upon this bag of bones and now I name thee Martha Jones."

"Martha!" Audrey exclaimed, lunging forward to catch the girl as she fainted backwards. Once she had secured Martha in her arms, she glared at Lilith accusingly, "What have you done?"

"Only sleep, alas. It's curious. The name has less impact. She's somehow out of her time."

The Doctor moved towards Audrey, checking to make sure Martha was alright. Lilith, however, had identified the Doctor as her main threat was not content to let him ruin her plans so easily.

"And as for you, Sir Doctor," Lilith growled, pointing at him, "Fascinating. There is no name. Why would a man hide his title in such despair? Oh, but look. There's still on word with the power that aches."

The Doctor shook his head, "The naming won't work on me."

"But your heart grows cold. The north wind blows and carries down the distant…Rose."

With those words, the Doctor jumped up from his space next to Audrey, and towered over Lilith. The witch didn't seem to intimidated by him, only interested.

"Oh, big mistake. Because that name keeps me fighting. The Carrionites vanished. Where did you go?" The Doctor demanded.

"The Eternals found the right word to banish us into deep darkness."

Audrey ignored the parts she didn't understand, moving past them to get the answers they needed, "And how did you escape?"

"New words. New and glittering, from a mind like no other," Lilith answered smugly.

"Shakespeare," Audrey realized. That's why they had been so focused on him, why all their plans seemed to converge around his life. Shakespeare was their tool, their way of getting what they wanted.

"His son perished. The grief of a genius," Lilith said, gesturing to a cauldron of boiling water that displayed an image of Shakespeare, "Grief without measure. Madness enough to allow us entrance."

"Us?" Audrey questioned, "How many of you are there?"

"Just the three. But the play tonight shall restore the rest," Lilith assured her, "Then the human race will be purged as pestilence. And from this world we will lead the universe back into the old ways of blood and magic."

The Doctor hummed in thought, "Busy schedule. But first you've got to get past us."

"Oh, that should be a pleasure, considering my enemy has such a handsome shape."

Lilith closed the gap between herself and the Doctor so they were only a few inches apart. The Doctor didn't flinch, not even as her hand began to stroke the side of his face. Audrey raised her eyebrows at the display, unsure what Lilith could be trying to achieve but being weary nonetheless at what she might attempt.

"Now, that's one form of magic that's definitely not going to work on me."

Lilith laughed, "Oh, we'll see."

There was a small snipping sound and then Lilith pulled away from the Doctor. His hands went to the back of his head quickly, feeling for something out of place.

"What's that for? What did you do?"

Lilith held up a strand of the Doctor's hair triumphantly, "Souvenir."

"Well, give it back!" The Doctor demanded, reaching out to snatch it from her. Before he could reach, the window behind Lilith burst open and the witch flew out of it, levitating in midair, "Well, that's just cheating."

"Behold, Doctor. Men to Carrionites are nothing but puppets," Lilith told him, pulling a small doll from the folds of her dress. It was roughly the size of her palm and was simple in design but Lilith seemed convinced it held great power. She wrapped the strand of the Doctor's hair around it.

"Now, you might call that magic. I'd call that a DNA replication module."

"What use is your science now?"

Lilith stabbed the doll in the chest and the Doctor cried out in pain, before falling to the ground. Audrey raced to his side quickly, forgetting about Lilith as the witch flew away from the window. She could deal with the witches later, right now the Doctor was in trouble, and she knew that her chances of stopping them without his help were very slim.

"Doctor!" She exclaimed, kneeling down next to him. His eyes were closed but he was still breathing, which was definitely a good sign. Martha, who had woken up, moved closer to them, listening to the Doctor's heartbeat for a moment before she pulled away.

"Hold on, Mister. Two hearts," She said, hitting his shoulder lightly.

The Doctor opened his eyes, giving them both a smile, "I'm making a habit of this."

"Hold on a minute," Audrey said, shaking her head, "You've got two hearts?"

"Time Lord biology," The Doctor replied, standing up for a moment before letting out another noise of pain and doubling over, "Ah! No, wait. I've only got one heart working. How do you people cope? I've got to get the other one started. Hit me! Hit me on the chest!"

Not realizing who he was talking to, Martha and Audrey both hit him on each side of his chest.

"Gah! Only on the one side!" He exclaimed, "Now, on the back, on the back. Left a bit. Dah, lovely. There we go. Badda booma!"

Audrey rolled her eyes as the Doctor cracked his back and then looked over at them, as if they had been dawdling about like children. He ran out of the house, only shouting 'the Globe' to give any indication on what he was planning to do.

* * *

A storm of swirling pink smoke was raging over top of the theatre by the time they reached it. People in the streets were panicking and running every which way, screaming about the end of the world. They ran through the stage door to see Shakespeare lying on a bed of cushions and rubbing his head groggily.

"Stop the play. I think that was it. Yeah, I said, stop the play!" The Doctor shouted, gesturing to the curtain where the screams of the audience could be heard as well as the sounds of the storm.

Shakespeare peered up at them, confused, "I hit my head."

"Yeah, don't rub it, you'll go bald," The Doctor advised him before a clap of thunder had him rushing onto the stage, "I think that's our cue!"

In the upper part of the theatre, Lilith and the other witches were holding up a crystal ball while cackling. Hundreds of figures that resembled bats flew from the crystal and towards the surging storm in the middle of the theatre.

"Come on, Will! History needs you!" The Doctor told him, tugging Shakespeare to the front of the stage.

"But what can I do?"

"Reverse it!"

"How am I supposed to do that?"

"The shape of the Globe gives words power, but you're the wordsmith, the one true genius. The only man clever enough to do it," The Doctor encouraged, urging him to do something, anything, to fight against the witches. Shakespeare, on the other hand, didn't seem too confident in his abilities.

"But what words? I have none ready!"

"You're William Shakespeare! Improvise!" Audrey shouted.

"But these Carrionite phrases, they need such precision," Shakespeare told her, helplessly. Audrey could never have imagined herself standing in this position, trying to convince William Shakespeare of his writing genius, and to fight off witches nonetheless.

"Trust yourself. When you're locked away in your room, the words just come, don't they, like magic. Words of the right sound, the right shape, the right rhythm. Words that last forever. That's what you do, Will. You choose perfect words. Do it. Improvise."

Shakespeare stepped forward, "Close up this din of hateful, dire decay, decomposition of your witches' plot. You thieve my brains, consider me your toy. My doting Doctor tells me I am not!"

From in the box, the witches seemed to grow fearful of Shakespeare's power, which Audrey took as a sign that it was working.

"Foul Carrionite spectres, cease your show! Between the points…" Shakespeare looked over at them for help.

"Seven six one three nine oh!" The Doctor supplied quickly.

"Seven six one three nine oh," Shakespeare repeated, "Banished like a tinker's cuss, I say to thee-"

"Experlliarmus!" Martha cried, when the Doctor and Audrey both came up short for an answer. Audrey grinned over at the girl, silently praising her for her quick thinking.

"Expelliarmus!" They all cheered as the Carrionites were sucked back into the whirling tornado along with the pages of the play that had been carried by the wind. There was a loud noise before the tornado cleared away and the sky returned to its normal colors once again.

Audrey chanced a glance into the crowd to see that Lilith and her mothers were nowhere to be seen and the rest of the witches were gone. The crowd began to clap slowly, not sure what to make of the performance, but then the cheers started getting louder until the raucous applause was almost too loud to bear.

They all took turns bowing, even Martha and Audrey, as they realized the crowd had chalked the whole event up to special effects. The four of them that knew what had occurred only shared a grin and a sigh of relief, knowing they had once again escaped without harm.

* * *

"What do you think?" The Doctor asked Audrey, turning around to show her the prop he wore around his neck. It was an accordion style neck-brace that was similar to the ones Shakespeare wore in his portraits.

"I don't know, not your best look," She laughed. Her green eyes were just barely peeking out from underneath a massive hat that he had sat on her head earlier.

"Nah, you're right."

It was the next morning and with the threat of the Carrionites gone, they were able to rest easy once again. The Doctor and Audrey were back stage in the theatre, digging through the prop storage to find the most ridiculous costumes they could.

The Doctor pulled something out of the box without letting Audrey see it and snatched the hat off her head. Something light fell on the top of her head and she watched as the Doctor snickered quietly. She removed the head piece to see it was an angel's halo that was made out of wire and feathers.

"You'll find that funny one day," He promised her when he caught sight of her confused look. After grabbing a few more props he pulled Audrey to her feet and led her towards the stage. "Come on, best not leave him alone with Martha too long. I don't think history could take it."

"Oh, she'd better have taken the chance to snog him," Audrey laughed, "At least one of us should be able to say they have."

The Doctor opened his mouth to object before closing it and deciding to go for a pout instead. Audrey rolled her eyes, reaching over to ruffle his hair. There was a sharp pain behind her eyes that made her drop her hand and sigh.

"Guess that's my cue," Audrey told him moodily, "How're you going to explain to them where I've gone?"

"Oh, I'll think of something," The Doctor assured her, "Just wish you could've stayed a bit longer."

"Maybe next time," Audrey suggested hopefully. The light was becoming so bright that she could no longer see his face or judge the expression that had followed her words. In only a few moments, she had vanished completely, whisked away to another Doctor, to another point in time.

"Yeah, next time," The Doctor echoed, staring at the empty space where Audrey had been before. Sadness flickered across his face before he parted the curtain and joined the others on stage.


	6. Gridlock - Part 1

Nobody paid any attention to Audrey as she walked down the street. It was nearly deserted anyways, but there were a few stragglers that peeked out around dumpsters or from the inside of alleyways. Audrey kept her head down for the most part and tried not to draw any attention to herself.

After disappearing from the Globe, Audrey found herself standing in the middle of a dirty, damp street. It looked like New York in a way, if the whole city had been emptied of its bustling crowds. Both times she had jumped before, the Doctor had been there waiting for her. This time, she was alone and not quite sure where to go. So, she decided to keep walking until she figured out some sort of clue.

She kept an eye out for the Doctor, keeping in mind that he could either look like the Doctor with the bowtie or the one with the suit. She also looked for Amy and Martha, knowing that if she found one of them she would be fine.

As she walked further down the street, there were a few vendors set up along the edges and two people were walking in between them. Audrey recognized Martha first and then the Doctor.

Just when she was about to call out for them, a pair of arms wrapped themselves around her waist and started to pull her backwards. They had the advantage of surprise for only a moment until Audrey's instincts kicked in. Her heel came down on the person's foot and she heard the voice of a man cry out in pain.

"Hurry!" A woman's voice hissed from somewhere near her head. The arm around her waist tugged hard enough to squeeze the breath out of her.

"Doctor! Martha!" Audrey tried to yell, pulling against the grip the stranger had on her.

The Doctor's head darted around for a moment before his eyes landed on her. The smile he had worn dropped off his face when he saw that she was struggling to get away from someone. Martha shouted her name as the two of them were rushing towards her, but the people behind Audrey were too loud for her to hear much else.

"I'm sorry. I'm really, really sorry," The man apologized as the Doctor and Martha approached, "We just need three, that's all."

"No, let her go! I'm warning you, let her go!" The Doctor shouted.

Audrey felt the rage bubbling up in her chest and her body acted before she could tell it to control herself. An elbow to the stomach knocked the breath out of the man that held her, enough to loosen his grip only slightly.

Martha rushed forward, ready to pull Audrey away from them herself, but suddenly froze. Out of the corner of her eye, Audrey could see the woman pointing a gun at Martha and she felt her entire body go still.

The Doctor held his hands up, "Whatever you want, I can help you. The three of us, we can help. But first you've got to let her go."

"I'm sorry. I'm really sorry," The woman kept apologizing as they dragged Audrey away.

"You let her go!" Martha yelled. "Audrey! Audrey!"

Their protests were cut off by the slamming of the door. Audrey had been dragged into a tunnel and the woman hurried forward to lock the Doctor and Martha out. The barrier didn't seem to stop them. If anything, it made them more determined to get to her. From the other side, Audrey could see the metal door shaking under the force the Doctor and Martha were using. Despite their efforts, the door remained stubbornly closed as Audrey was carried off down the tunnel.

"I'm going to kill you," Audrey growled, "Do you hear me? I'm going to shove my foot so far up-"

"Give her some sleep," The woman instructed. Audrey's peripheral vision allowed her to see a hand moving closer, a small patch on the edge of her thumb.

"Get off me! Don't you dare put that on me," Audrey objected, her hands flying in every direction. Maybe she'd get lucky and land a blow that was debilitating enough for Audrey to get a hold of the gun. She knew she couldn't escape while he still had it. Still, there was no one else in the tunnel so even if she failed, no one else would be injured in the process.

"It's just Sleep Fourteen. No, baby, don't fight it," The woman said as she slapped the patch onto Audrey's neck. The effects of it were instant and she could feel the energy to fight leaving her body.

"I'm telling you…don't," Audrey murmured weakly.

"That's it. Come on. That's it," The woman encouraged.

Right before she fell asleep, Audrey caught sight of a futuristic, van-like vehicle that her kidnappers piled into. Oh, she was _so_ going to kill them.

* * *

All across the universe there were stories, stories of a man called the Doctor who was more powerful than any being ever known. The stories varied from place to place. He was either the shining savior that came to save them all, the one who made monsters turn and run, or he was the one that reigned destruction down on their heads and left them wondering how they could have ever seen him coming. He could have death himself on his heels and still give you that manic look that told you _he_ was the one with the upper hand, that you had no chance of standing against him.

The Doctor was the hero of stories, until he wasn't. Kindness and compassion spilled from his every action and when you were in trouble, you prayed with every fiber in your being that you'd find that little blue box and the madman that resided within it. But did you ever really know who you'd find? Would it be the man who saved everyone or the man who collected casualties like badges and justified death for the sake of a 'greater good'?

An hour ago, Martha wouldn't have believed these stories if you had told her. She'd seen the Doctor in action. She'd seen the way he could charm everyone in the room with a dorky smile and then blow them away with his seemingly never-ending knowledge. He had thrown himself into danger without a second thought, all in the name of saving others. If that wasn't heroic, she didn't know what was.

Martha would've believed the stories now.

The Doctor was filled with rage that even Martha could see. It was in the way he walked, quick and swift, like every moment Audrey spent with those kidnappers could be her last. It was in his voice, too, when he called out for the street dealers while hammering on their doors.

"Thought you'd come back," The smiling woman from before said when she opened the hatch. "Do you want some happy Happy?"

"Those people, who were they? Where did they take her?" He snapped. Martha was surprised at the amount of venom in his voice, she'd never seen the Doctor this angry, not even back at the hospital with the Plasmavore.

"They've taken her to the motorway," A second dealer responded.

"Looked like carjackers to me," The first woman commented. From the pitying look she gave the Doctor, they knew that whatever a 'carjacker' was in this place, it couldn't be good.

"I'd give up now, darling. You won't see her again," A third dealer joined in.

"It used to be thriving, this place. You couldn't move," The second dealer told them, gesturing around to the empty street. "But they all go to the motorway in the end."

"He kept saying three, we need three. What did he mean, three?" The Doctor demanded.

"It's the car-sharing policy, to save fuel. You get special access if you're carrying three adults."

It seemed to Martha that the solution was simple. If Audrey was on the motorway, they would go find her. There was no way that they were going to accept that she was gone. If being with the Doctor and Audrey had taught Martha anything, it was that even the most impossible situations could be solved with a little bit of perseverance.

Martha rushed to the first dealer, "How do we get to the motorway?"

"Straight down the alley, keep going to the end. You cannot miss it," The dealer directed. "Tell you what. How about some happy Happy? Then you'll be smiling, my love."

"Word of advice, all of you. Cash up, close down, and pack your bags," The Doctor said icily.

The woman frowned, "Why's that, then?"

"Because as soon as I've found her, alive and well. And I _will_ find her alive and well," The Doctor told them, voice dangerously low, "Then I'm coming back, and this street is closing. Tonight!"

As soon as the words left his mouth, the Doctor was storming down the street.

That was the moment that Martha saw just how thin the line between desperation and malice could be. Maybe the Doctor wasn't intentionally destructive like the stories said, but he was still a man with very little left to lose. And if you messed with the little bit of good he did have in his life…well, who knows what he'd do to get it back.

* * *

"It's all going to be worth it," A voice promised. The voice sounded distant and too close all at the same time.

Audrey groaned, blinking her eyes a few times to clear her vision. Everything around her was a green glow that allowed minimal light to break up the darkness. It took a moment for her situation to set in. When she remembered where she was and what had happened, her hands flew straight to her neck to peel the patch from her skin. That helped clear up the rest of the drowsiness.

Judging by the floor that hummed underneath them, Audrey knew they were moving. It looked like a small RV on the inside. Carts of food and other supplies were lined up against the walls and she was resting on a bunk bed built into the wall. On a shelf beside her, Audrey spotted the gun the woman had pointed at the Doctor earlier. Her kidnappers were sitting in front of her, talking quietly, so Audrey reached out quickly and snatched it off the table.

"Take me back," Audrey demanded, aiming at them. Both of them turned to look at her but didn't seem at all worried about the weapon. "Trust me, I'm not afraid to shoot you. Just take me back and I'll leave you alone."

The woman shook her head, "I'm sorry. That's not a real gun."

"Well, you would say that," Audrey said.

"Where do you get a gun from, these days? I wouldn't even know how to fire," The woman admitted.

"I ain't got that problem, sunshine."

Audrey knew she couldn't risk shooting them both. She had no idea how to drive this thing or how to get back to the Doctor and Martha. They seemed to be together, though, so maybe Audrey could pull the emotion card. Threaten one of them and get the other one to drive her back.

 ** _Shoot him. Do it or I'll kill you._**

Audrey dropped the gun as if it had burned her. A voice that was not her own was whispering in her mind and Audrey could feel herself scrambling to lock the memories back in the box, to keep them out. She was safe. He was gone. She was safe.

She looked down at her hands and then at the gun she had dropped. Had she really been about to hold one of them at gunpoint for an emotional advantage over the other? Is that what she had really become?

"See. I told you it was a fake," The woman told her. Neither of them had seemed to notice the change in Audrey so she pushed it down. There were bigger problems on her hands right now. She had to focus on getting out here, without a weapon, and back to the Doctor and Martha.

"What's your name?" The woman asked. Audrey stared at her blankly. Did this woman think that just because Audrey didn't have a weapon it meant that she was going to be content with being kidnapped?

"Like I'm going to tell you."

"Well, I'm Cheen, and this is Milo," She told Audrey. "And I swear we're sorry. We're really, really sorry. We just needed access to the fast lane, but I promise, as soon as we arrive, we'll drop you off and you can go back to find your friends."

Audrey narrowed her eyes, "Yeah, right."

"I swear! Look. Honesty patch," She said, pushing her hair aside. A small patch like the one they had given Audrey was pasted onto Cheen's neck.

"All the same, it's still kidnapping! Where are we anyway?" Audrey questioned, moving across the small space to look out a window. She wiped her sleeve over the dirty glass but it was no use. There was thick fog outside that prevented her from seeing anything anyways.

"We're on the motorway," Milo spoke up.

"I can't see a bloody thing."

"That's the exhaust fumes."

"We're going to Brooklyn. Everyone says the air's so much cleaner and we couldn't stay in Pharmacy Town because-" Milo looked over at Cheen with a soft smile.

"Well, because of me. I'm pregnant. We only discovered it last week. Scan says it's going to be a boy," Cheen told her excitedly as if they were good friends.

"Yippee!" Audrey responded sarcastically, punching her fist in the air without much enthusiasm.

"This'll be as fast as we can," Milo promised. "We'll take the motorway to the Brooklyn flyover, and then after that it's going to take a while because then there's no fast lane, just ordinary roads, but at least it's direct."

"It's only ten miles," Cheen added. Audrey didn't understand why they seemed so insistent on getting her to accept them, especially if it was such a short drive. Granted, she was still pissed that they had manhandled her into a car against her will, but there wasn't much she could do about that now.

"So how long is this going to take?" Audrey asked. "Because my friends – I don't want to worry them. You would _not_ like to see them worried."

"About six years."

Audrey reeled back, "Excuse me?"

"Be just in time for him to start school," Cheen said, sharing a smile with Milo as she put a hand on her stomach.

"No. Wait," Audrey cut in, drawing Cheen's attention back to her. "Ten miles in six years. Why?"

"It's the fast lane. It gets us there faster."

"Faster? Traffic's a bitch where I'm from but nothing like this."

"Well, I don't know where you're from, but this is the way it's always been. How else do you expect all these cars to get where they're going?" Milo asked.

Audrey looked out the window again. She could just barely make out the lights of other cars but they blurred together. She couldn't tell where one started and the other ended.

"How many cars are out there?" She wondered, looking back to Cheen who shrugged.

"I don't think anyone knows," She said. From a shelf, she pulled out a package of crackers and held one out to Audrey. "Here we go. Hungry?"

Audrey eyed them distrustfully. "No, thanks. So, what's this fast lane business?"

"It's a road, right at the bottom, underneath the traffic jam. But not many people can afford three passengers, so it's empty down there," Milo explained to her, before his eyes lit up excitedly. "Rumor has it you can reach up to thirty miles per hour.

"That's, like, so crazy." Audrey replied.

Cheen and Milo didn't seem to be bothered by her sarcasm. They seemed to have gotten used to it, besides Audrey didn't think anything could ruin their mood. Except, Audrey wasn't sure how long _that_ was going to last since they planned to be stuck with each other in such small quarters for six years. Not that that was in Audrey's plans. She had to get back to the Doctor and Martha. And if all else failed, she could hope she got pulled away to another Doctor soon enough.

"So, what, you're going to live in a car for six years? It's the size a thumb tack in here," Audrey commented. If she stretched her arms out, she could touch both sides of the car.

"Oh, we stocked up. Got self-replicating fuel, muscle stimulants for exercise, and there's a chemical toilet at the back. And all waste products are recycled as food.

Suddenly, Audrey was glad that she hadn't taken that cracker. "Sounds like a blast."

"Oh, another gap. This is brilliant," Milo cheered. "Car Four Six Five Diamond Six, on descent to fast lane, thank you very much."

The car dipped down quickly, descending into the fast line. Audrey grabbed onto Cheen's seat to keep herself upright and kept her eyes on the windshield. In the background, she could hear Milo rambling about how fast they were going, but that's not what she was focused on. She was more concerned with the deep growling that came from somewhere outside the car.

"What's that sound? Sounds like it's coming from underneath," Audrey said as she moved to the side window. She couldn't see anything, of course, but it was still worth a try.

"It's that noise, isn't it?" Cheen asked Milo, "It's like Kate said. The stories, they're true."

Audrey quirked an eyebrow, "Stories?"

"It's the sound of the air vents. That's all," Milo brushed off, "The exhaust fumes travel down, so at the base of the tunnel they've got air vents."

"No, but the stories are much better," Cheen gushed, "They say people go missing on the motorway. Some cars just vanish, never to be seen again, because something living down there in the smoke. Something huge and hungry. And if you get lost on the road, it's waiting for you…"

Cheen trailed off, sounding more and more like a kid telling a scary story around a campfire. As if to prove her point, another roar rang out.

Milo shifted uncomfortably, "But like I said, air vents. Going down to the next layer."

"Look at the fumes. If there are any air vents, they aren't working," Audrey pointed out.

Cheen paused. "You're right."

"Then what's that sound?"

Milo shook his head, "Nah. Kid stuff. Car four six five diamond six, on descent."

The robotic voice on the computer informed them they had made it to the fast lane, causing Milo and Cheen to cheer. The lights from the other cars were left behind and total darkness was laid out ahead of them.

Just as they reached the fast lane, the computer screen flickered to life and a picture of a smiling blonde woman filled the screen.

"This is Sally Calypso, and it's that time again. The sun is blazing high in the sky over the New Atlantic, the perfect setting for the daily contemplation."

Music started up in the background, and its humming melody echoed around the van. Audrey thought the entire motorway must be listening to it, it was so loud.

"This is for all of you out there on the roads. We're so sorry. Drive safe."

As the video ended, Milo and Cheen began to sing along with the choir on the computer. Their voices were soft and low, blending in with the others. The two looked over at each other, smiling, and Audrey glanced down at their intertwined hands, her heart twisting painfully.

Wherever they were, she hoped the Doctor and Martha were okay.

* * *

Meanwhile, the Doctor and Martha were hopping from one car to the next, intent on finding Audrey in any way possible. Valerie and Brannigan, the other travelers they had met, helped them in what ways they could, but drew the line at going down to the fast line. As soon as the Doctor and Martha were told of the risks Audrey might be facing in the fast line, it was enough to push them into action.

"Who the hell are you?" A pale man in a white suit asked the Doctor when he dropped through the man's roof. Martha was next, falling down with a small shriek. The Doctor caught and steadied her before she fell. The man's eyes widened, "Who the hell is she?"

"Sorry, Motorway Foot Patrol. I'm doing a survey. How are you enjoying your motorway?" The Doctor questioned, bending down to sonic the floor hatch open.

"Well, not very much," The man answered, "Junction Five's been closed for three years."

The Doctor nodded, "Thank you. Your comments have been noted. Have a nice day!"

The Doctor waited until he saw a car stop underneath them and then he jumped. Martha watched him wearily and then sighed.

"Here we go again."

They passed through several cars, some of the passengers including two Asian women with a brightly decorated car, a nudist, and a man with totally red skin. Each car brought them deeper into the fog, but closer to Audrey.


	7. Gridlock - Part 2

"Try again," Cheen told Milo. He tapped the button on the monitor that read: Exit 1.

"Brooklyn turnoff one, closed."

"Try the next one."

"Brooklyn turnoff two, closed."

"What do we do?" Cheen cried, her voice taking on a desperate undertone. Milo tried his best to reassure her that everything would be alright. It didn't look like she believed him.

"We'll keep going 'round," He suggested, "We'll do the whole loop, and by the time we come back round, they'll be open."

Cheen nodded, pacified for the moment. Once again, a growl came from below them, except this time it was followed by the entire van shaking.

"Those aren't air vents," Audrey insisted.

"What else could it be?" Milo asked. The growl came again, louder this time.

Cheen shrieked, "What the hell is that?"

"It's just the hydraulics."

"Listen to it though. It sounds like it's alive."

The three of them quietened enough to listen to the sounds outside of the van. With each passing moment, Audrey could see the reality setting in for Milo and Cheen. They knew it wasn't air vents, yet they denied what was in front of them for some sense of security.

"It's all exhaust fumes out there. Nothing could breathe in that," Milo reasoned, peering through the fog in front of the windshield.

Maybe Audrey would have agreed with him if she hadn't seen the things she had recently. From space whales carrying entire nations on their backs to time travelling aliens in bowties, Audrey was beginning to broaden her definition of what was possible in this universe.

"Calling Car four six five diamond six. Repeat, calling Car four six five diamond six," A woman's voice called out from the radio. Milo was quick to scoop up the microphone.

"This is car four six give diamond six. Who's that? Where are you?"

"I'm in the fast lane, about fifty yards behind you," The woman said. In the back ground, her microphone picked up loud banging noises and the sound of whimpers, "Can you get back up? Can you get off the fast lane?"

"We only have permission to go down. We need the Brooklyn Flyover."

"It's closed. Go back up."

"We can't. We'll just go 'round," Milo argued.

"Don't you understand? They're closed. They're always closed," The woman shouted into the microphone. Cheen gasped, covering her mouth with her hands as if she was about to cry. Audrey would've comforted her if there weren't more pressing matters at hand.

"We're stuck down here, and there's something else out there in the fog," The woman told them, "Can't you hear it?"

"That's the air vents."

"Jehovah, what are you? Some stupid kid? Get out of here!" The woman yelled. There was a loud growl and then someone in the other car screamed.

"What was that?

"They've got us!"

"But what's happening?"

"Just drive, you idiots! Get out of here!"

With one final scream, the line went static. Milo shouted into the radio, trying to get the signal back, but it was no use.

"Did she sound like she was kidding? Just drive!" Audrey yelled, gesturing to the road in front of them.

"But where?"

"I don't know, straight ahead? Just _go._ "

"What is it?" Cheen cried, hysterically, "What's out there? What is it?"

"Well not air vents, that's for damn sure," Audrey muttered to herself.

Without another word, Milo slammed his foot on the gas and the car launched itself forward. There was no way to see where they were going or what was around them, all they could do now was drive as fast as possible and hope for the best.

* * *

The Doctor had faced countless enemies, with and without Audrey by his side, and every time he managed to scrape together some hasty plan (that he really shouldn't have been able to pull off) that got them out intact. However, the plan-making part came after the thinking bit and the thinking bit was hard to do when his thoughts kept drifting back to Audrey and whether she was okay. It took most of his effort just to keep his attention off her! He was no use to anybody like this, least of all Audrey.

"Is this the last layer?" The Doctor asked the man who car they were currently in. He was a smartly dressed man who wore a bowler hat. Compared to some of the others that they had run into, this man wasn't as frightened by the fact that two strangers had just dropped in from the roof.

"He nodded, "We're right at the bottom. Nothing below us but the fast lane."

"There's three of us. Can't we drive down?" Martha asked him. The man shook his head hurriedly, eyes wide.

"I'm not going down there. I'd rather drive for the next three years than risk it down there."

"Then excuse us," The Doctor responded as he opened the floor hatch with his screwdriver.

"You can't jump," The driver protested. "It's a thousand feet down!"

The Doctor waved him off, "No, I just want to look."

Below them, the entire motorway was filled with thick brown smoke. If they had thought it was bad up at the top, this was ten times worse. There was a loud growl from below that made Martha jump back from the hatch. She looked over at the man, who shuddered.

"What's that noise, then?" She inquired.

"I try not to think about it."

"What are those lights? What's down there? I just need to see."

The Doctor surged forward, moving to stand in front of the computer screen. He used his sonic on the screen and the picture blurred.

"There must be some sort of ventilation. If I could just transmit a pulse through this thing, maybe I could trip the system, give us a bit of a breeze."

When the sonic didn't work, the Doctor let out a growl of frustration and undid the bolts that held the screen in place. Offhandedly, the Doctor apologized to the man when he began to protest. He still continued to fidget with the wires behind the panel.

"That's it!" The Doctor exclaimed, moving back towards the floor hatch with Martha, "Might shift the fumes a bit, give us a good look."

The man moved to get a look as well, "What are those shapes?"

"They're alive," The Doctor said. The shapes shifted from vague outlines to the distinct shape of massive claws reaching up towards the roads.

Martha's eyes widened, "Doctor, what are they?"

"Macra."

* * *

"Go faster!" Cheen urged. Something slammed into the side of the car, sending them all flying to the left.

"I'm at top speed!" Milo fired back. Trying to gain access to the layers above proved useless and Milo yelled at the screen, "But this is an emergency!"

"Thank you for your call. You have been placed on hold," The recording machine for the police spoke. Milo and Cheen started to panic while Audrey stayed quiet. They were going to die down here if she didn't figure out some way to stop it. If driving wasn't an option, what else could they do to escape the creature?

"But-"

"Shut up. They aren't listening and I'm trying to think," Audrey snapped. What was it? How were they finding them?

"If you could think faster-"

"Turn everything off now. The engines, the lights – everything. Turn it off," Audrey demanded. Both Milo and Cheen turned to her with wide-eyed looks.

"You've got to be joking."

"Listen, the fog out there is too thick to see a thing, yeah? So how are they finding us? It could be the sound, the movement, the heat, anything. So turn it all off."

Milo looked worried, "What if you're wrong?"

"Then we die," Audrey deadpanned, "Would you like to take a turn at the thinking bit?"

Despite his skepticism, Milo did as he was told and turned everything off and the noise from outside faded. Audrey couldn't tell if the creatures had moved on to another car or if they had just become dormant. Either way, she didn't want to find out.

"They've stopped," Cheen observed.

"Yeah, but they're still out there," Milo pointed out. Cheen turned to Audrey in curiosity.

"How did you think of that?"

"My father told me they used to do it on the submarines. Would be nice if he had told me what to do next."

"Well, you'd better think of something because we've lost the aircon. If we don't switch the engines back on, we won't be able to breathe."

"How long?" Audrey asked, knowing that she wasn't going to like what she heard.

"Eight minutes, maximum."

 _Wonderful,_ Audrey thought to herself, _eight minutes to come up with a Doctor-like plan or face death by fog-monster._

She suddenly had a much greater appreciation for the Doctor and his insanely bright mind.

* * *

"The Macra used to be the scourge of this galaxy. Gas. They fed off gas, the filthier the better," The Doctor explained, "They built up a small empire using humans as slaves and mining gas for food."

"But they don't exactly look like empire builders," Martha observed.

"Well, that was billions of years ago. Billions. They must have devolved down the years. Now they're just beasts. But they're still hungry and Audrey's down there."

There was the sound of something hitting the roof, causing all three of them to look up.

"Oh, it's like New Times Square in here, for goodness's sake!" The man cried as a figure dropped down from the ceiling.

"I've invented a sport," The Doctor mused, before coming face to face with Hame, the nun he had met on his last visit here with Audrey and Rose. From behind him, Martha gasped.

"Oh, my God. She's a cat."

"Doctor," Hame greeted with a wide smile, "You're a hard man to find."

"No guns. I'm not having guns," The man protested, gesturing to the rather large gun that Hame held in her hands. She looked rather odd, a nun holding a massive gun. That is, odd besides the whole cat thing.

"I only brought this in case of pirates," Hame said, before turning to the Doctor, "Doctor, you've got to come with me."

The Doctor squinted, "Do I know you?"

"You haven't aged at all. Time has been less kind to me."

"Novice Hame!" The Doctor exclaimed, hugging the woman and then shoving her away again, "No, hold on, get off. Last time we met, you were breeding humans for experimentation."

"I've sought forgiveness, Doctor, for so many years, under his guidance. And if you come with me, I might finally be able to redeem myself."

"I'm not going anywhere," The Doctor objected, "You've got Macra living underneath this city. Macra! And if Audrey's still alive, she's stuck down there."

"She's here as well?" Hame questioned and the Doctor nodded. She looked as if she might change her mind for a moment but she shook her head, "I'm sorry, Doctor. But the situation is even worse than you can imagine."

Hame grabbed ahold of the Doctor and Martha's wrists, her bracelet glowing with a green light. The Doctor's eyes widened when he recognized it as a transport device.

"Don't you dare! Don't you dare," He shouted, but it was no use.

* * *

"How much air's left?" Cheen questioned, looking over at Milo. The three of them sat in the dark, afraid to even move too much and give themselves away to the beasts below them.

Milo sighed, "Two minutes."

Suddenly, Cheen turned to Audrey hopefully, "What about those friends of yours, yeah? They might've come after you."

"Cheen, no one's coming," Milo told her sadly, but Cheen didn't listen to him.

"That girl, what's her name?" Cheen continued. Audrey could hear the hope fading from her voice fast and she knew that soon they would have to turn the engines back on. It was either that or suffocate.

"Martha Jones. She's brilliant that one," Audrey told them, thinking about how she and Martha had bounced ideas off of each other in Shakespeare's study. The woman had such a new and bright way of looking at things.

"And the man? He looked kind of nice."

Audrey smiled faintly, "Yeah, he is."

"Are you and him…" Cheen trailed off. Audrey shook her head firmly.

"No. God, no, I barely know him."

"He looked awfully concerned to be someone you barely know."

"Yeah, well, it's complicated and, frankly, we don't have the time."

"So, er, who is he, then?" Milo asked, turning to look at her.

Audrey rolled her eyes, "Really? What's with this sudden interest in my personal life? Is your guilty conscious kicking in now?"

Audrey stopped short when she saw how hopeless the two of them looked. Both of their faces were crumbling, as if they had already lost, and Audrey couldn't help but feel sorry for them. She had been so angry that they had taken her, that she hadn't even stopped to see it from their point of view. She had been the one to tell the bowtie-wearing Doctor that people do crazy things when they're scared.

It was written all over their face how terrified they were of what was going to happen to them. Audrey remembered, only a day ago, when she had been so scared of what was going to happen to her now that she was pulled around the Doctor's time line. He had been the one to reassure her everything would be fine, the one to give her hope.

She had spent this whole time trying to think like the Doctor, trying to find a way out like he would, but she had forgotten the biggest part of acting like the Doctor: being kind. Milo and Cheen were terrified and she should do everything that she could to ease that pain.

"He's called the Doctor," Audrey told them quietly, "And he's incredible. I've only met him a few times but he's just one of those people you see and just _know_. I've seen him do amazing things every time we meet. I mean things that no one else could pull off. So, you're right, Cheen. You lot might have your songs and things that keep you hoping but I've got the Doctor."

Milo nodded, seeming to have gained some confidence, "Right."

"Systems back online," The car chime as Milo started it up again. The lights switched back on and the engine began rumbling underneath them once again.

"Good luck," Milo said.

Audrey grimaced, "And you."

The car darted forward, soaring through the smoke. The creatures had found them once again, banging against the side of the car and tossing them through the tunnel. They all let out screams as the car flipped completely upside down, doing one big loop, and then coming back down again.

"What's happening?" Cheen shouted as the lights exploded and sparks flew everywhere. The creature must've grabbed hold of them because the car was being flung back and forth, anything Milo doing to free them was useless.

With one firm push of the gas, they were free of the creature's grip and they shot forward once again. The monitor flickered to life once more but it was no Sally Calypso, instead the smiling face of the Doctor was displayed in blue.

"Oi! Car four six five diamond six. Audrey! Drive up!" The Doctor exclaimed. The screen blurring in certain places but still getting his message across loud and clear.

"Oh, Doctor! I could kiss you right now!" Audrey shouted, grinning from ear to ear. Cheen looked over at her, sharing in her smile.

"We can't go up! We'll hit the layer!" Milo protested.

Audrey shook her head, "Trust him. Drive up."

"You've got access above. Now go!" The Doctor urged. Milo steered the car up as far as he could and beams of sunlight shined through the window and into their eyes.

"It's daylight," Cheen breathed in amazement, "Oh my God, that's the sky. The real sky!"

"He did it. That brilliant idiot, he did it!"

"You keep driving, Brannigan. All the way up. Because it's here, just waiting for you. The city of New New York, and it's yours. And don't forget I want that coat back," The Doctor said, speaking to someone Audrey didn't know, "And Car four six five diamond six, I've sent you a flight path. Come to the Senate."

"I'm on my way, Doctor," Audrey promised, "I'm on my way."

Cheen and Milo dropped Audrey off at the Senate the moment they arrived. Before she left, she hugged them both and congratulated them on the baby and on finally making it out.

 _They weren't bad people,_ Audrey reminded herself, _they were only scared._

The Senate building was hard to miss and even harder to navigate inside. The halls were all empty and looked like they hadn't been used in years. She found herself in a large room, filled with countless skeletons laying around.

"Doctor?" Audrey called out, hesitantly.

"Over here," She heard him answer. She followed the sound of his voice to another room, this one much smaller, that led off from the first.

The first thing that caught her eye was a massive, alien head that was lying on the ground, eyes blinking slowly. The Doctor and Martha sat next to it, along with a nun with the face of a cat. She wasn't sure what the oddest thing about this picture was, nor was she quite sure where she was supposed to look.

"Oh, hello," She greeted them, awkwardly.

"You know the Face of Boe. And this is Hame, she's a cat. Don't worry. He's the one that saved you, not me," The Doctor told her as she sat down by his side. Audrey's eyes widened when the Doctor implied she knew the Face of Boe, but since she knew that it must be in her future, she stayed quiet.

Hame sniffled, "My lord gave his life to save the city, and now he's dying."

The Doctor shook his head, "No, don't say that. Not old Boe. Plenty of life left."

"It's good to breathe the air once more," Boe told them, looking over at Audrey, "And you, Audrey. I'm glad that in my final moments I will be able to speak to you once more."

Understanding that these could be his last moments, Audrey didn't see the need to admit she had not met him. She knew that if the roles were reversed, she would like to think that she was speaking to her friend and not some version of them that didn't recognize her.

Audrey smiled gently, "I wouldn't miss it for the world."

Unfortunately, Boe saw right through her act.

"You've not met me quite yet, have you?"

"I'm sorry."

"I do not blame you," He told her sincerely, "Seeing you in any way is better than not at all."

"Legend says the Face of Boe has lived for billions of years. Isn't that right?" The Doctor asked, "And you're not about to give up now."

"Everything has its time," Boe reminded him lightly, "You know that, old friends, better than most."

Audrey gave him a sympathetic look and took the Doctor's hand, trying to provide him what comfort she could. Hame was able to pull herself together long enough to speak to the Doctor.

"The legend says more."

"Don't," The Doctor cut in, "There's no need for that."

She continued, "It says that the Face of Boe will speak his final secret to a traveler."

"Yeah, but not yet. Who needs secrets, eh?"

"I have seen so much. Perhaps too much. I am the last of my kind, as you are the last of yours, Doctor."

"That's why we have to survive," The Doctor told them, "Both of us. Don't go."

"I must. But know this, Time Lord. You are not alone."

And with that, the Face of Boe let out one last breath and let his eyes drift shut.

The sun was setting when they made their way out of the Senate building. The three of them were quiet, still thinking about the events that had happened that day. Martha and Audrey had had a happier reunion earlier, both of them glad to see that the other was alright.

"So where are we headed next?" Audrey asked the Doctor.

"Well, first we've got to drop Martha back at home-" He started but then Audrey interrupted him.

"Oh, why?" Audrey asked, "I think she's great! Can't she stay a little while?"

"I did say only one trip," The Doctor reminded Audrey, who didn't actually know what he was referring to, "And she's gotten two! I'd say that's reward enough, wouldn't you?"

"Whatever you say," Audrey said, knowing that her future self wasn't going to let the Doctor get rid of Martha so easily.

"After we've dropped her off, though, we'll go somewhere amazing. How about Barcelona? The planet, not the city. We never did get to take-"

Audrey was stopped in her tracks by a sharp pain in her temple. The Doctor hadn't noticed and kept walking on a head of her, rambling about something or another.

"I guess I'll have to miss it," Audrey said, catching his attention. His face fell when he saw the light that was starting to surround her, "Sorry, Doctor."

"Not your fault. We'll get there someday."

"I'm going to hold you to that."

The last thing she heard before she was taken away was the sound of the Doctor laughing.


	8. Vampires in Venice - Part 1

Hello! I figured if you had stuck around this long it was probably the time to write some kind of introduction lol. A little background information: I'm Haley and this is the first story I've ever posted. I've been writing this story for a while as a fun, side project and decided to put it on here due to the supportive (read: incessant) encouragement of one of my friends who I've been sending the chapters to for months. I've got around 10 episodes already written that I'll be posting over the next couple days. After that, uploads will typically be on Mondays and Fridays, unless I get super busy during the week and don't find the time to write. Hope you enjoy!

* * *

It seemed impossible that after so many years and so many adventures, the Doctor could still be surprised by the little things. Yet, out of all the things he expected Amy to show him, this wasn't even on the list.

Hanging on the closet door of Amy's childhood bedroom was a dress bag. It was half open, allowing them a glimpse of the material inside. The layers upon layers of white lace and tulle made it easy to assume that this was Amy's wedding dress. The Doctor was still reeling over the fact that less than a week ago, he had met a curious little girl who was afraid of the crack in her wall and now he was staring at her wedding dress.

"Well," The Doctor said. There was nothing else for him to say and the expectant look Amy was giving him was a bit unnerving.

"Yeah," Amy replied.

"Blimey…"

"I know. This is the same night we left, yeah?" Amy asked. Checking his wrist watch, the Doctor confirmed that they had only been gone five minutes.

Amy reached over to pluck a small red box off of her night stand. On the inside, a ring with a medium sized diamond was nestled into the velvet.

"I'm getting married in the morning," Amy said. The way she said it made the Doctor think that she was speaking more to herself than she was to him, like she was reminding herself.

The Doctor observed the ring closely, "Why did you leave it here?"

"Why did I leave my engagement ring when I ran away with a strange man the night before my wedding?"

"Yeah."

It was clear that the Doctor didn't understand what Amy was trying to imply. Well, that or he was purposely trying to ignore it.

Amy hummed, "You really are an alien, aren't you?"

"Who's the lucky fella?"

"You met him."

"Ah, the good looking one?" The Doctor asked with a grin on his face. It soon faded at the blank look that Amy was giving him. He made the gesture of having a large nose, "Or the other one?"

Amy hit him on the shoulder, "The other one."

"Well, he was good too," The Doctor amended quickly. Amy looked down with a laugh, there was a blush tinging her cheeks.

"Thanks. So, do you comfort a lot of people on the night before their wedding?"

"Why would you need comforting?" The Doctor questioned, looking confused. He remembered the night before his wedding. Back then he had been sure that he was going to burst from either nerves or excitement, whatever got to him first. Even with all of that, he was sure that he wouldn't have needed comforting.

"I nearly died," Amy pointed out. "I was alone in the dark, and I nearly died. And it made me think."

The Doctor was about to correct her, to remind her that she hadn't been alone, not entirely. Audrey had been with her in the forest, despite how much the Doctor wished she would've come with him. Then, he realized that Amy was waiting for his response. A response, he guessed, that wasn't to correct her on the minor details of her words.

"Well, yes, natural. I think sometimes. Well, lots of times," He told her.

"About what I want. About _who_ I want. You know what I mean?" Amy asked hopefully.

"Yeah," He paused. "No."

"About _who,_ " Amy nodded meaningfully, "I want."

"Oh, right. Yeah…No, still not getting it."

"Doctor. In a word. In one very simple word even you can understand…"

Amy leaned forward, her hands coming up to rest on the sides of his face. It took him a moment to realize what was happening and when he did, he jerked backwards quickly. Amy's eyes flew open in shock as the Doctor's back hit the metal railing of her bedframe in his attempts to move away from her. When she reached out for him again, he launched himself over the railing until he was standing upright in the middle of the room.

"You're getting married in the morning!" The Doctor reminded her.

Amy shrugged. "The morning is a long time away. What are we going to do about that?"

Before he knew it, Amy had pinned him against the doors of the TARDIS. All of her body weight was pressed against him and from chest to toe, they were connected. When her hands went to undo the buttons on his shirt, he pushed them away. Then, she moved on to pushing his suspenders off his shoulders.

The Doctor pulled his suspenders back into place. "Audrey'll-"

"Oh, Audrey, Audrey, Audrey. I've seen the way she looks at you, Doctor. Trust me, it's not going to happen. All that pining has got to be exhausting, " Amy rolled her eyes and continued with her mission. The Doctor ducked under Amy's arm and put a few feet of distance between them.

"Amy, listen to me. I am nine hundred and seven years old. Do you understand what that means?" The Doctor questioned.

"It's been a while?"

"Yeah. No, no, no. I'm nine hundred and seven, and look at me. I don't get older, I just change. You get older, I don't, and this can't ever work."

Amy frowned. The Doctor believed he had actually gotten through to her before she smirked and advanced on him once more.

"Oh, you are sweet, Doctor. But I really wasn't suggesting anything quite so…long term."

Again, the Doctor found himself pressed against the TARDIS but this time Amy had a vice like grip on his shoulders and her lips pressed against him. The TARDIS door behind him started to rattle and at first they thought it was just from the force Amy had used to pin him there, but it continued for a moment longer and was then followed by the sound of a voice.

"What the- hello?"

The sound of Audrey's voice made the two of them jump apart with a shout. Identical looks of terror were plastered on the Doctor and Amy's. With the pressure of the Doctor removed, Audrey was able to open the door. Well, more like she stumbled out of it.

When she looked up, her initial reaction was to be confused by the scene in front of her. The Doctor and Amy were both out of breath, terrified, and look utterly disheveled. There was a beat of silence before her eyes widened in realization.

"Oh my god-"

"It's really, _really_ not what it looks like," The Doctor interrupted hurriedly. He shot a look over at Amy, as if asking her to speak up and agree with him, but the woman was absolutely silent as she looked at Audrey with guilty eyes.

Audrey's eyebrows furrowed, "Are you guys a thing?"

Once again, whatever the Doctor had been expecting, it was definitely not that. Apparantly this night was just one surprise after another.

"Where've you just come from?" The Doctor asked her.

"New New York with Martha," She responded before shaking her head, "Wait, is that a yes?"

The Doctor sighed, "No. It's not."

Relief washed over his face, only causing Audrey to become more confused with the whole situation. Neither Amy or the Doctor had anything else to say on the matter and something told Audrey that she didn't really want to know.

"Right…" Audrey trailed off. "So, what's on the agenda for today, then?"

* * *

Somewhere in Leadworth, Rory Williams was surrounded by a few of those closest to him and it was fair to say that he had had a decent amount of alcohol in his system. Luckily, the worst thing he had done so far was leave a rather sappy voicemail for his fiancé, but he was sure that she would find it amusing either way.

It began to get noisier in the already loud pub as a pink cardboard cake was wheeled into the center of the room and 'The Stripper' was playing through the speakers overhead. Rory quickly said goodbye to Amy and hung up the phone as the whole building started chanting.

"Out, out, out!"

Bits of cardboard and confetti rained down as a head popped out of the top of the cake. Slowly, the excitement was sucked out of the room as it became clear that it wasn't who they had been expecting. Rory's jaw nearly dropped as the person in the cake spun around and he came face to face with the Doctor.

"Rory!" The man cheered, "That's a relief. I thought I'd burst out of the wrong cake, again. That remind me, there's a girl standing outside in a bikini. Could someone let her in and give her a jumper? Lucy. Lovely girl. Diabetic."

Despite the fact that he had just announced there was a real stripped outside, no one in the pub moved an inch. Perhaps it was the shock of seeing a grown man burst out of a stag party cake.

"Now then, Rory. We need to talk about your fiancé."

Rory gave the Doctor a sloppy smile and gestured down at his shirt. There was a black and white photo of the happy couple printed inside a cartoon heart.

"She tried to kiss me," The Doctor blurted out. Everyone in the room let out an 'oo' while Rory stood there in silence. "Tell you what, though. You're a lucky man. She's a great kisser."

Somewhere in the room a glass shattered. The Doctor's attempt at lightening the mood had failed and now he was left in an awkward silence with around thirty men staring at him.

The Doctor cleared his throat. "Funny how you can say something in your head and it sounds fine…"

* * *

Audrey was leaning against a wall nearby where the TARDIS was parked. Next to her was Lucy, who Audrey had given her jacket to. It was a long coat, so it went down far enough to cover all the way to the tops of her thighs. They were laughing about what they imagined the faces of the men at the stag party would look like when the Doctor popped out of the cake instead of her. They were interrupted by the sound of yelling a little further down the street and two men stormed towards them.

One was a blond man that Audrey didn't recognize but assumed was Rory, the man they were here to find. The other was the Doctor, who looked incredibly uncomfortable and almost seemed like he was running away from Rory. Rory was following after him, repeating question after question.

"Keep the jacket," Audrey told Lucy as she said goodbye and Lucy headed into the pub.

"Ah! You must be Rory. I've heard a lot about you," Audrey paused, "Actually, I haven't, but it seemed like the right thing to say. Anyways, nice to meet ya."

Audrey stuck out her hand for the man to shake.

"Hello. Er, sorry. We've-we've met before?" Rory told her, though he shook her hand anyways.

Audrey nodded, "Right. Course we have."

"She doesn't meet people in the right order. It's a whole thing," The Doctor spoke while pushing them through the doors of the TARDIS.

When they entered, Audrey caught sight of a red flash of hair as Amy peeked out from around the console. Even from here, it was clear to see that she wasn't meeting Rory's eyes. The Doctor and Audrey shared an awkward look.

"Let's leave them to it," The Doctor suggested and Audrey was quick to agree. Whatever was going on here, she didn't want to be involved.

While the Ponds were supposed to be working out their issues upstairs, the Doctor led Audrey to the bottom half of the console room which was concealed under the thick glass floor. There was a pillar where the console was and a few panels and wires could be seen. Next to it was a swing.

"So, what's their deal?" Audrey asked as she leaned against the stairs. The Doctor sat in the swing, pulling a pair of goggles onto his face.

"Who, them?" The Doctor whispered, pointing at the top level.

Audrey rolled her eyes with a laugh, "Yes, them."

The Doctor filled her in on what he knew, without giving too much about her own future away. First, he told her about meeting Amy and Rory for the first time and then coming back two years later when Amy came with him. He skipped over the specifics and the adventures they had had since Amy joined him and Audrey had a feeling that those were lying somewhere in her future. Then, he told her about Amy showing him her wedding dress and admitting that she and Rory were engaged.

"Wait, really?" Audrey asked and the Doctor nodded.

At some point during the story, he had started fidgeting with the controls overhead. Fidgeting then turned into welding something or another. It was becoming clear to Audrey that the Doctor was incapable of sitting still for more than a moment or two.

She waited until he had paused what he was doing to ask, "So did you tell him that she kissed you or…?"

"What was I supposed to do? They're supposed to be getting married in the morning!" The Doctor exclaimed. "Plus, Amy knows I'm…she knows things about me. All things considered, that kiss shouldn't have even happened."

"But it did," Audrey pointed out. Something like that wasn't just going to go away, especially since Amy was supposed to be getting married.

The Doctor pushed up his goggles to give her a serious look, "Well, it's not happening again."

Audrey tilted her head to the side, "Do you hear that?"

"Hear what?"

"Exactly. They aren't even talking."

Looking up through the glass floor, Audrey and the Doctor could see that Amy and Rory were still standing in practically the same place as they were before. No progress.

"Do you think we should intervene?"

Audrey didn't know if that was a good idea or not, but before she could protest, the Doctor had started to ramble at the same time that he was working on the controls.

"Oh, the life out there, it dazzles. I mean, it blinds you to the things that are important. I've seen it devour relationships and plans…"

There was a big spark that shot up through the whole control panel and out through the console where Rory was standing. He jumped away from it quickly, while the Doctor stared at him through the glass.

"It's meant to do that," The Doctor assured him.

If his tone wasn't unconvincing enough, the snort from Audrey that followed would have been.

The Doctor continued on, "Because for one person to have seen all that, to taste the glory and then go back, it will tear you apart. So, I'm sending you somewhere, together,"

He pulled the goggles off his face to give the couple a proud and excited grin. To his disappointment, neither of them looked very pleased about it. Amy, who had been pacing the floor and biting her nails, looked at him incredulously.

"Whoa. What, like a date?" Amy asked.

"Anywhere you want," The Doctor said, as he and Audrey climbed back up the stairs to join the Ponds, "Any time you want. One condition. It has to be amazing. The Moulin Rouge in 1890. The first Olympic Games. Think of it as a wedding present, because frankly it's either this or tokens."

"Please, tell me we're _not_ third wheeling their date," Audrey said, looking to the Doctor.

"'Course not. The Ponds are going to go do… well, whatever they want, I suppose. And we'll go off and do something else."

"Oo, Doctor. Are you asking me out on a date, too?" Audrey teased. It was funny to watch the Doctor's face turn red as he spluttered to find an answer.

"What, no- that's not what I- I mean, if you-"

He realized a moment later that she was only teasing and he narrowed his eyes at her joking. A smile stretched across his face as Audrey began to laugh and he turned around quickly so she wouldn't see the red that still tinted his cheeks.

Near the doorway, Rory was looking around the room in curiosity.

"It's a lot to take in, isn't it? Tiny box, huge room inside. What's that about? Let me explain," The Doctor started, but he was cut off by Rory.

"It's another dimension."

"It's basically another dimension. What?"

"After what happened with Prisoner Zero, I've been reading up on all the latest scientific theories. FTL travel, parallel universes," Rory explained. Audrey could feel his eyes on her when he mentioned the last bit, which made her falter a bit.

"I like the bit when someone says it's bigger on the inside. I always look forward to that," The Doctor said, standing face-to-face with Rory.

"So, this date," Amy spoke up, "I'm kind of done with running down corridors. What do you think, Rory?"

"How about somewhere romantic?" The Doctor asked, his sentence punctuated with the sound of the TARDIS taking off.

Rory, who had never heard the sound of the TARDIS taking off before, was startled. He jumped and moved away from the console as it began to light up. Amy didn't make a move to comfort her fiancé and instead was grinning away excitedly.

A moment later, the Doctor was throwing open the doors of the TARDIS and the three of them were looking out from around his shoulders.

"Venice!" He cheered.

They had landed in the middle of a market place along the water. People of all ages and appearances were milling about, not paying one bit of attention to the big blue box that had magically appeared in front of them. The sky above them was clear, but there were dark storm clouds rolling over the water. In the distance, there was a big building that looked like a castle.

"Venezia. La Serenissima. Impossible city. Preposterous city. Founded by refugees running from Attila the Hun. It was just a collection of little wooden huts in the middle of the marsh, but became one of the most powerful cities in the world."

The Doctor grinned as he gave them the small history lesson that Audrey was beginning to think was customary for all of his adventures. He just seemed so passionate and full of knowledge that he was dying to share with everybody. Maybe he just wanted them to see the city in the same beautiful light that he did. Audrey felt the Doctor grab her hand as he began to explore the market place further, she was startled but didn't recoil.

"Constantly being invaded, constantly flooding, constantly just beautiful. Ah, you got to love Venice. So many people did. Byron, Napoleon, Casanova," He said before gasping loudly and checking his watch, "That reminds me. 1580. That's all right. Casanova doesn't get born for a hundred and forty-five years. Don't want to run into him. I owe him a chicken."

"You owe Casanova a chicken?" Rory questioned in disbelief.

"Long story. We had a bet."

Just as they were about to turn down a street, a short man in black and white robes rushed towards them.

"Whoa, whoa, whoa," The official protested, halting them in their tracks, "Papers, if you please. Proof of residency, current bill of medical inspection."

The Doctor held up the psychic paper, "There you go, fellow. All to your satisfaction, I think you'll find."

With a sour look, the man snatched the psychic paper out of the Doctor's hands, studied the paper carefully, and then looked at the group in alarm, "I am so sorry, Your Holiness. I didn't realize."

"No worries. You were just doing your job. Sorry, what exactly is your job?"

"Checking for aliens," The man answered. Amy and Audrey looked at each other, both of them barely holding in their laughter. Thankfully, the man didn't seem to notice, "Visitors from foreign lands what might bring the plague with them."

"Oh, that's nice. See where you bring me? The plague," Amy muttered, reaching out to smack the Doctor's arm. The inspector was quick to absolve her worries.

"Don't worry, Viscountess. No, we're under quarantine here. No one comes in, no one goes out, and all because of the grace and wisdom of our patron, Signora Rosanna Calvierri."

"How interesting. I heard the plague died out years ago," The Doctor commented. The inspector's eyes widened as he shook his head.

"Not out there. No, Signora Calvierri has seen it with her own eyes. Streets are piled high with bodies, she said."

"How interesting," Audrey repeated. She smiled graciously at the inspector, but leaned towards the Doctor and lowered her voice to add, "And suspicious."

The inspector allowed them past, moving on to reprimand the next group of people who tried to pass him. Rory took the psychic paper from his hands, examining it closely, and getting left behind by the others who didn't notice he had stopped.

"Er, according to this, I am your eunuch," Rory called to them. Amy turned around, but her focus was still on the Doctor and Audrey. She waved him off with her hand.

"Oh yeah. I'll explain later," Amy said. She hurried to catch up with the other two, leaving Rory to stare after her dejectedly.

Ahead of them, the Doctor and Audrey were walking towards a bridge over the canal. This time it was Audrey who was pulling the Doctor by the hand, though he didn't seem to mind. Audrey's eyes were filled with wonder as she stared at the buildings around her, completely oblivious to the soft smile the Doctor was giving her. She weaved her way through the crowds and admired everything and everyone around them.

"I've always wanted to see Venice," Audrey confessed, "It was on my bucket list, right under-"

"New York," The Doctor filled in, making Audrey turn to look at him in surprise. "You told me once, when we went. We had tea with Alexander Hamilton. He fancied me back then. That was before we found out there was an alien impersonating one of the founding fathers. And I said to him, I said-"

"You talk a lot," Audrey laughed. "What's that word you used last time…spoilers?"

"Oh. Right. You haven't done that yet."

"Where'd you get a word like that anyways?"

He grinned, "It's what you say when you can't tell me something that happened in the future."

"So, you learned it from me?" Audrey asked. When the Doctor nodded, she laughed again. "You learned it from me, and I learned it from you."

"It's all wibbly wobbly," The Doctor agreed. The comment was strange, but it made her laugh anyways.

It was only a moment later that Audrey was distracted by the scenery again. She pulled the Doctor to a covered bridge that overlooked the canal. Once they had stopped, Amy and Rory caught up with them and all four travelers looked out at the view.

"Ah, Venice. You know, once-" The Doctor cut himself off, peering curiously across the canal, "That's odd."

A group of women walking in orderly lines along the canal. A group of women walked in orderly lines along the canal. Each of them were dressed in elegant white gowns and dark grey veils that were drawn to cover their faces and some of them carried lace parasols for extra protection from the sun. Leading them was another woman, except she was dressed in a darker dress.

Suddenly, a dark-skinned man jumped out from where he was hiding and charged after the girls. The leading woman protested in outrage as he started combing through them, lifting their veils as he went.

"Isabella!" He called, trying to find a girl in particular. He ignored the shouting of the other women as he continued to search.

After lifting several veils, he seemed to find the one he was looking for, but Audrey couldn't hear what was being said. Another girl knocked him to the ground. He looked like he was going to get back up, until she lifted her veil to show him something Audrey couldn't see.

The man didn't try to get up again and, eventually, the girls walked on. A younger man, dressed just as extravagantly as the women, stepped on the man's chest and spoke to him in a low voice, before moving to join his group.

"What was that about?" Amy wondered, turning to see what the Doctor and Audrey thought about the display. Instead, she found them both missing, and grumbled, "I hate it when they do that."

She looked to Rory, but he didn't meet her eyes.

Meanwhile, Audrey and the Doctor were rushing after the man. Well, more like they had reverted back to their old ways and the Doctor was now pulling Audrey behind him. It was harder than it looked to keep up with him, given the fact that he was a good foot and a half taller than she was. Walking like this may have been one thing, but running? Audrey felt like she was being pulled by a moving car.

"Is this a thing I should be worried about, you dragging me about like a rag doll?" Audrey asked, when the Doctor stopped to survey his surroundings. He glanced back at her, then down at where he was grabbing her wrist.

"Sorry," He said before he laced their fingers together.

 _Bit odd_ , Audrey thought, _but still better._

It didn't take them long to find the man they were looking for. He was storming down an alleyway when they finally caught up to him.

"Who are those girls?" The Doctor asked, loud enough for the man to hear.

The man eyed them suspiciously, "I thought everyone knew about the Calvierri school."

"Our first day here," The Doctor told him, gesturing to Audrey who stood by his side, "It's okay. Parents do all sorts of things to get their children into good schools. They move house, they change religion. So why are you trying to get her out?"

The man leaned closer to them, glancing around the area to see if anyone was listening.

"Something happens in there. Something magical, something evil," He said, trying to convince them, "My own daughter didn't recognize me. And the girl who pushed me away, her face, like an animal."

The Doctor turned to Audrey with his eyebrows raised, "I think it's time we met this Signora Calvierri."

"Agreed."

It was clear that whatever was going on here, Signora Calvierri was a part of it. It was enough that she had been feeding the inspector false information about the plague, but now the girls by the canal? Something wasn't right here and if Audrey had learned anything about the Doctor, she knew he wasn't going to leave without figuring it out.

The man, Guido he told them, knew just how to get into the school. They had learned that today had just been the most recent in a very long line of failed rescue missions to save his daughter. In exchange for his help, the Doctor had promised to help reunite Guido and Isabella in any way he could.

Guido led them to the front gates of the Calvierri school and distracted the guards while they snuck around the side through another gate that the Doctor used his sonic to open.

They followed the path to a stone stairwell, which opened up into what looked to be a stone basement. Four other doors led off from the room and, Audrey assumed, upstairs to the main part of the school. Light was provided by the few candelabras that were placed around the room. An ornate mirror hung on one wall and as soon as they passed it, the Doctor stopped to examine his reflection.

"Hello, handsome," The Doctor greeted as he fixed his tie.

Audrey rolled her eyes, "Really? You're going to do this now?"

He ignored her protests as he dragged her over to stand in front of the mirror too. He started to play with the stands of her hair, in an attempt to make her laugh. She allowed herself to smile for a moment while she playfully bat his hands away from her face.

"Who are you?" Several voices asked in unison. Both of them spun around to see five girls standing behind them, each of wearing identical white night gowns. Audrey looked between them and the mirror, where their reflections were missing.

"Okay, so no reflections," Audrey commented, "As if the whole talking-at-the-same-time thing wasn't creepy enough."

"How are you doing that?" The Doctor asked as he looked back at the mirror, "I am loving it. You're like Houdini, only five slightly scary girls, and he was shorter. Will be shorter. I'm rambling."

"I'll ask you again, signor, signora. Who are you?"

"Why don't you check this out?"

The Doctor held out a black wallet for them to observe. They all tilted their heads, again in unison, and the Doctor flipped it around to look at. The face of an old man was printed on it, along with some other words in a writing too small to read.

"Library card. Of course, it's with…" The Doctor trailed off, gesturing to his nose. Audrey gaped, forgetting the girls for a moment as she took the wallet from him.

"Is that you?" Audrey asked, pointing to the picture. First bowtie, then the brown-eyed Doctor. How many times could this man change his face?

"He's..." The Doctor tried to explain, "I need a spare."

Their attention was drawn back to the girls when they cleared their throats.

"Pale, creepy girls who don't like sunlight and can't be seen. Ha. Am I thinking what I think I'm thinking? But the city. Why shut down the city? Unless-"

"Leave now, signor, signora, or we shall call for the Steward, if you are lucky," They spoke, giving the Doctor and Audrey an unsettling grin. Now bearing a mouthful of sharp teeth, the girls began to advance on the two of them.

"Are we thinking the same thing?" Audrey asked, sparing a look over at the Doctor as they backed away from the vampires. He nodded at her enthusiastically.

"Tell us the whole plan!" The Doctor demanded with false confidence. The girls only drew closer, their hissing becoming even louder than it was before. "One day that will work. Listen, I would love to stay here. This whole thing. I'm thrilled. Oh, this is Christmas!"

Realizing he wasn't about to move anytime soon, Audrey grabbed his arm and pulled him up the stairs. Thankfully, the girls didn't follow them past the first step.

It was night when they made it out of the school and began to head back to the bridge. Audrey wondered what Amy and Rory had been up to since they left. She hadn't really thought about them before taking off with the Doctor, it was more of an in the moment decision. She hoped the couple would've been able to spend some time together without any of the chaos. After all, they were in Venice, how much more romantic could you get?

Amy had just arrived when they reached the bridge, but Rory was nowhere in sight.

"We just met some vampires!"

"We just saw a vampire!"

The Doctor and Amy spoke at the same time. They continued to try and speak over one another in their excitement to tell the other about what they had seen. Once they had both figured out they had seen the same thing, they started jumping up and down. Audrey was about to join them when an out of breath Rory ran up.

"We think we just saw a vampire," Rory informed them, trying to catch his breath.

"Yeah, yeah, yeah, I know. Amy was just telling us," The Doctor said.

"Yeah, yeah. The Doctor and Audrey actually went to their house!"

Rory looked between the three of them, seeming a little put out, "Oh. Right. Well."

Audrey put a hand on Rory's shoulder. She felt bad for the man, as she could plainly see that Amy was paying more attention to her and the Doctor than she was Rory. Rory seemed surprised at her gesture, and Audrey almost wondered if she shouldn't have done that. How many times had Rory met her? Were they even friends?

"Okay. So, first we need to get back in there somehow," The Doctor instructed.

Rory's eyes widened, "What? Back in where?"

"Back in the school," Audrey supplied, trying to help him out. It didn't seem like either of the others had even heard him speak.

"How do we do that?" Amy asked.

The Doctor grinned excitedly, "Come and meet out new friend."


	9. Vampires in Venice - Part 2

Guido was more than willing to help. Anything that brought them closer to getting Isabella back safely, he said. This is what led to the four of them piling into Guido's cramped house, observing a map of Venice that he had laid out over the table.

"As you saw, there's no clear way in. The House of Calvierri is like a fortress. But there's a tunnel underneath it, with a ladder and shaft that leads up into the house. I tried to get in once myself, but I hit a trapdoor," Guido explained.

"You need someone on the inside," Amy said with a certain glint in her eye.

The Doctor didn't even look up from the map. "No."

"You don't even know what I was going to say!" Amy protested.

"That we pretend you're an applicant you're an applicant for the school to get you inside, and tonight you come down and open the trapdoor to let us in."

"Oh. So, you do know what I was going to say."

"Are you insane?" Rory exclaimed. He kept looking at to the Doctor as if he expected him to react with the same outrage that he had. While the Doctor seemed calm, Audrey knew that he was just as concerned about Amy's safety as Rory was.

Amy shrugged, "We don't have another option."

"Actually, that could work. The two of us-" Audrey started. Her suggestion was collectively vetoed before she had even finished talking.

"Absolutely not," The Doctor told her.

"No," Amy said at the same time.

"Oh, come on!" Audrey replied. "It would work better if the two of us went together, we'd have someone to watch our backs."

Across the table, Audrey and the Doctor locked eyes. No one said a word as the two of them stared the other down. The Doctor knew Audrey was right, she could see it in his eyes, but she could also see that there was no way he was changing his mind on the subject.

"I'm not letting you go in there," The Doctor argued. Audrey raised her eyebrows at him, a challenging look clearly written on her face. He was quick to amend his statement, "You know what I mean."

She did. It was clear the Doctor hadn't said it with intentions to be controlling. Like with Amy, he was concerned for Audrey's safety in the situation. If she was being honest with herself, Audrey knew that Amy was better equipped for the job. The redheaded woman had been traveling with the Doctor for longer, meaning that she would know what to look for when she entered the school, whereas Audrey no idea. Not that she would actually _admit_ any of this out loud.

"There is another option," Guido spoke up as he pointed to the barrels alongside one wall, "I work at the Arsenale. We build the warships for the navy."

The Doctor moved to sniff the barrels, "Gunpowder. Most people just nick stationary from where they work."

Upon realizing what the barrels contained, Rory edged away from the one he had been sitting on and bumped into an animal hanging from the fire.

"Look, I have a thing about guns and huge quantities of explosives," The Doctor told Guido in an attempt to gently decline the offer.

Audrey had to agree with him on this one. Blowing up the school was hardly going to do them any good, and it would only hurt the girls like Isabella who might be entirely innocent. They needed to find a subtler plan. One like Amy's…

Guido hit the table as he began to get frustrated, "What do you suggest, then? We wait until they turn her into an animal?"

Amy hummed innocently, "I'd be in there three, four hours, tops."

"No. No, No, no, no, no, no, no, no, no, no, no. It can't keep happening like this. This is how they go," The Doctor said, mostly speaking to himself, before he turned back to them, "But I have to know. We go together, say you're my daughter."

"What? Don't listen to him," Rory insisted. Amy ignored him.

"Your daughter?" She repeated, incredulously, "You look about nine."

"Brother, then."

"Too weird. Fiancé."

From across the room, Audrey watched as the Doctor's eyes darkened. He lowered his voice so that only Amy could hear. Even when Audrey tried to listen, all she could hear was his harsh sounding voice, but not the words he was using. Amy had gone completely still and only nodded in response to whatever he had said. She gave Audrey a worried glance, then ducked her head quickly.

"I'm not having him run around telling people he's your fiancé," Rory added, sounding offended that Amy had even suggested it.

"No. No, you're right," Amy agreed. Both the Doctor and Rory looked pleased at her words.

Rory nodded, "Thank you."

"I mean, they've already seen the Doctor," Amy reasoned, "You should do it."

"Me?"

"Yeah," Amy nodded, ruffling his hair affectionately, "You can be my brother."

The Doctor barely managed to hide his laughter behind a cough, but Audrey wasn't as lucky. She erupted into laughter before turning to muffle it against the Doctor's shoulder.

"Why is him being your brother weird, but with me, it's okay?" Rory asked.

"Actually, I thought you were her fiancé," Guido interrupted as he gestured in between the Doctor and Amy.

The Doctor shook his head, "Yeah, that's not helping."

 _Neither was making out with an engaged woman,_ Audrey thought. She didn't say anything, however. While she wasn't clear on what had happened, Audrey knew she didn't want to be involved. The last thing she needed was to be caught up in all of that.

"This whole thing is mental," Rory sighed. As the newest to all of this, it was clear that it was getting to him. "They're vampires, for God's sake."

"That's just the working theory," Audrey reminded him.

"So, if they're not vampires…"

"Makes you wonder what could be so bad it doesn't actually mind us thinking it's a vampire," The Doctor finished, baring his teeth in his impression of a vampire.

* * *

Guido and Rory switched clothes in order to pull the plan off. Rory was swimming in the older man's outfit, while Guido's new shirt seemed to be uncomfortably tight. The two of them left after the Doctor had drilled the plan into Amy's head, and an hour later Rory returned alone. They waited until nightfall and then Guido led them to the tunnel in a gondola.

Audrey skimmed her fingers over the water, disrupting the reflection of the moon that it held. Next to her, the Doctor and Rory were arguing over the risks of this plan.

"It would have been safer if I'd gone with her," Audrey pointed out again. Amy would be fine on her own, the girl was tough after all, but Audrey was still right. Without looking up, Audrey knew that they were both staring at her.

"She'll be fine," The Doctor muttered.

"You can promise me that, can you?"

The Doctor was about to respond to Rory when Audrey flicked the water from her hand at him to get them to stop arguing. He pouted for a moment, getting ready to retaliate when Guido announced they had reached their destination.

He pulled the gondola up along the side of the platform and let them out. Rory was the first to climb out, storming away from the others angrily. Next was the Doctor. He climbed out and then held out a hand to help Audrey. She smiled at the sweet gesture and took his hand, only to be met with a flick on the forehead. Apparantly, that was his revenge for flicking the water.

"You're such a child," Audrey laughed, about to climb out of the boat herself when the Doctor wrapped an arm around her waist and hauled her onto the platform next to him. She grabbed onto his arm to steady himself before pinching him in the side.

The three of them headed into a dark tunnel. Rory and the Doctor carried torches that gave them a small amount of light, but it still only allowed them a few feet of sight. Somewhere in the distance, the sound of dripping water could be heard. The Doctor led the way, his grip on Audrey's hand forced her to follow closely, and Rory brought up the end. Rory's fingers were tapping nervously on his torch, oddly in time with the dripping water.

"Amy's a smart girl, Rory," Audrey reassured him. "She'll be okay."

Rory didn't relax, but his fingers did stop tapping. He seemed to take some comfort in knowing that someone else believed that Amy would be able to handle this.

"So, vampires, yeah?" Audrey said, looking towards the Doctor, "Or that's what we're going with for the meantime at least?"

"I know!" The Doctor said excitedly. Shadows danced on the tunnel walls as he bounced on his heels and jostled his torch.

"What's next, werewolves?" Audrey joked. At least, she thought it was a joke. Judging by the look the Doctor gave her, it wasn't as far off as she had thought. "You're kidding."

"Spoilers."

"What happened, between you and Amy?" Rory cut in, leaning around Audrey to speak to the Doctor. "You said she kissed you?"

"Now? You want to do this now?" The Doctor asked, gesturing around the tunnel as if to say that this wasn't the time to be having this conversation. For all the exasperation that the Doctor seemed to have, there was an underlying nervousness in his tone.

"I have a right to know," Rory responded and Audrey had to agree, "I'm getting married in four hundred and thirty years."

"She was frightened. I was frightened. But we survived, you know, and the relief of it, and so she kissed me. It meant nothing."

Rory scoffed at his cliché phrasing.

"Rory," The Doctor said, turning to face the man, "Rory, she kissed me because I was there. It would have been you. It _should_ have been you."

"Yeah, it should have been me," Rory agreed.

"Exactly. That's why I brought you here."

There was a gust of wind that blew out their torches and left them in total darkness.

The Doctor's eager voice broke through the silence, "Can we go and see the vampires now, please?"

* * *

Audrey brushed the dust off herself as she straightened up. Together, she and the Doctor bent down to help Rory through the trapdoor next.

"Push. Come on. There we are," The Doctor said, patting Rory on the shoulder once he was finally up.

"Where's Amy? She was supposed to be here," Audrey said.

The redheaded woman was nowhere to be found. Given that the trap door was open, they knew she had to have been down here at some point. It was possible that she had retreated back upstairs, but she had been clearly instructed to wait for them and Audrey knew Amy wouldn't have gone against that. Whatever was keeping her wasn't good.

"I can't see a thing. Just as well I brought this, then."

Rory pulled out a small penlight that had barely enough light to see two feet in front of it. In response, the Doctor produced a bright light the size of Audrey's forearm from somewhere within his bigger-on-the-inside pockets.

"Ultraviolet. Portable sunlight," The Doctor informed them as he waved it around.

Rory frowned, "Yours is bigger than mine."

"Let's not go there," The Doctor replied.

The three of them fanned out across the room to find anything that might tell them what happened to Amy. The room itself was small, but it had many pathways leading out into the rest of the school. While they were curious to know what was down those paths, they knew that taking the wrong one could mean being exposed and ruining their whole plan. Meanwhile, Rory was weighing his options on canceling his and Amy's wedding.

"If we cancel now, we lose the deposit on the village hall, the salsa band-" Rory stopped when the Doctor opened up a chest to reveal several desiccated bodies with sharp vampire teeth, "Oh."

"Yeah sorry, mate, but you've got bigger problems," Audrey reminded him.

"What happened to them?" Rory questioned.

"They've had all the moisture taken out of the them," The Doctor observed.

"That's what vampires do, right? They drink your blood and replace it with their own."

"Yeah, except these people haven't just had their blood taken, but all the water in their entire bodies."

"Why did they die? Why aren't they like the girls in the school."

"Maybe these are the rejects," Audrey suggested after she'd taken a moment to think, "Maybe not everyone is fit to survive the process."

Silence fell around them. It was clear they were all thinking the same thing: was this how they were going to find Amy? Even Audrey, who had been an advocate for this plan from the very start, was starting to wish they had come up with something different. She'd never forgive herself if something had happened to Amy.

"You know what's dangerous about you two?" Rory erupted suddenly. "It's not that you make people take risks, it's that you make them want to impress you. You make it so they don't want to let you down. You have no idea how dangerous you make people to themselves when you're around."

The Doctor flinched at Rory's words, but didn't disagree. For a moment, Audrey felt angry about her inclusion in the statement given that it was based off of a future her, someone she wasn't yet. Then, she realized he was right. Despite how early in her timeline this was, the companions were always going to look at her the same way they looked at the Doctor and, like the Doctor, she had a responsibility to protect them. It was clear to her now that in this new life she had to set an example, she had more than just herself to think about when it came to these situations.

"Who are you?"

They turned around to see six girls standing behind them. Audrey felt a wave of déjà vu wash over her as she noticed the identical outfits they were wearing. All of them began to advance as one.

"What, you mean this isn't the admissions office?" Audrey quipped.

The Doctor waved his UV light, making the vampires cringe away from it.

"We should run," He announced, "Run!"

With the Doctor in the lead, the three of them rushed down the hallway, the vampires hot on their heels. Surprisingly, they didn't run into any others in the halls.

"Oh! Rory, come on!" The Doctor shouted when the other man lagged behind. Hearing his shout, three figures, including Rosanna Calvierri herself, emerged from a door on the side of the hall. All of them were staring at the Doctor, Audrey, and Rory in surprise.

"Cab for Amy Pond?" The Doctor tried, motioning for Audrey and Rory to back up. Trying to escape seemed pointless. They were sandwiched in between Rosanna and the vampire girls from downstairs.

"This rescue plan, not exactly watertight, is it?" Rosanna commented smugly.

"Ah ha!" The Doctor cried, waving his UV light at them. All the vampires hissed and shied away from the light, allowing them to escape. Amy and another girl who Audrey assumed was Isabella rushed into the hallway, joining them as they ran back to the tunnel. Amy and Rory shared a brief reunion, but they were quickly urged on.

"Quickly, through here!" Isabella shouted, leading them to a tunnel. Rosanna's voice echoed through the halls as she called for someone to seal the house.

"They're not vampires," Amy told them.

The Doctor turned, "What?"

"I saw them," Amy said, "I saw her. They're not vampires, they're aliens."

The Doctor laughed from where he was sonicking the door behind them, "Classic!"

"That's good news? What is _wrong_ with you people?" Rory exclaimed.

Audrey grinned at him and shrugged, "I've been told this normal for him."

The Doctor appeared from behind them and pushed them to move faster. He took Audrey's hand and pulled her along with him to make sure she kept up. She rolled her eyes at the action, but sped up nonetheless. Footsteps pounded on the floor behind them and the Doctor looked over his shoulder to see the vampires gaining on them. He sent the others ahead of him and waved the UV light when the vampires got too close.

Soon they reached the tunnel's entrance and Amy wrenched the door open, rushing out first. Guido was waiting for them at the end of the gate, searching hopefully for Isabella among the group. When he saw her, his eyes lit up and he encourage them to keep moving. They all made it out of the tunnel, Isabella behind them. She tried to follow but the sunlight burned her skin.

"Come on. Run."

"I can't," Isabella replied, shying away from the light.

The vampires tugged her back into the tunnel and shut the door quickly to keep out the sun. The Doctor rushed back to the door to prevent it from locking Isabella in. As he banged on it, a blue electricity shot out from the door and wrapped around him. His whole body convulsed for a moment before he slid down the stairs.

"Doctor!" Audrey cried, pushing through to get to him. She fell at his side, sliding her fingers up his neck in search of a pulse.

"Is he dead?" Amy croaked, her voice revealing her fear.

Audrey sighed in relief when she felt his pulse thrumming under her fingertips, "No. He's alright. He's breathing."

Even though he was unconscious, Audrey shoved his shoulder lightly and said, "You've got to stop making a habit of this."

* * *

It wasn't long before the Doctor was back on his feet and as soon as he was, it was right back to work. He insisted on going back to the school to confront Signora Calvierri, but wouldn't hear of anyone coming with him. It wasn't safe, he told them, he had to do this on his own. Of course, Amy and Audrey weren't having any of that. There had been a brief argument, the two girls were adamant that _someone_ had to go with him.

That's how Audrey and the Doctor ended up in the Calvierri throne room. The Doctor sat upon Signora Calvierri's throne with Audrey perched on one of the arms. He still didn't think that she should've come with him, he didn't want to put her in any extra danger, especially since this was such a young Audrey. But he should have known that Audrey was stubborn, regardless of her age.

Audrey noticed that he was still frowning. Perhaps he was still angry from the argument or perhaps it was the whole situation that was getting to him. One of his hands still held tightly onto hers, though.

Signora Calvierri could be heard before she could be seen. The empty stone building carried the echoes of her footsteps from all the way across the hall. She didn't notice them at first when she walked into the room.

The Doctor let out a low whistle, "Long way from Saturnyne, aren't you, Sister of the Water?"

Rosanna stopped in her tracks, her expression one of shock. Audrey wasn't sure if the surprise was caused by seeing the two of them back in the school or if it was because the Doctor had figured out her identity.

"No, let me guess. The owners of the psychic paper," Rosanna said and the Doctor shrugged, "Then I take it you're a refugee, like me?"

"I'll make you a deal. An answer for an answer," The Doctor proposed. "You're using a perception filter. It doesn't change your features, but manipulates the brainwaves of the person looking at you. But seeing one of you for the first time in, say, a mirror, the brain doesn't know what to fill the gap with, so it leaves it blank, hence no reflection."

"Your question?"

"Why can we see your big teeth?"

Rosanna gave a shrill laugh, "Self-preservation overrides the mirage. The subconscious perceives the threat and tries to alert the conscious brain."

"Where's Isabella?" The Doctor asked next. Rosanna smiled coyly and shook her head.

"My turn. Where are you from?"

"Gallifrey."

"You should be in a museum," Rosanna commented. "Or a mausoleum."

The last time that Audrey had seen this Doctor, he had told her and Amy that he was the last of his kind. She hadn't gotten the chance to ask him about it, nor was she sure that she really wanted to. Whenever it was brought up she could see the pain on his face, even when it was concealed in barely-there ticks, like the twitch of his hand in hers or the sadness in his eyes that was quickly blinked away.

"Why are you here?" Audrey questioned, directing the conversation back to where it needed to be. They were here to find Isabella and figure out Rosanna's plans, they weren't here to give her more information that she could use against them.

"We ran from the Silence. Why are you here?" She said, repeating Audrey's question back at them. Audrey didn't miss the way the Doctor perked up at the mention of the Silence. Whatever it was, she assumed he had heard of it before.

"Wedding present," He answered dismissively, "The Silence?"

"There were cracks. Some were tiny. Some were as big as the sky. Through some we saw worlds and people, and through others we saw Silence and the end of all things. We fled to an ocean like ours, and the crack snapped shut behind us. Saturnyne was lost."

"And what? You intend to make Earth your new home?" Audrey guessed. Just like with the Doctor, Audrey could see that the fate of her people saddened Rosanna greatly. However, the difference was that all that loss had made the Doctor compassionate, it made him into the kind of man that made sure that never happened to anyone else. Rosanna's loss made her bitter and selfish.

"And the two of you can help me," Rosanna told them, smiling. "We can build a new society here, as others have. What do you say?"

The two of them approached her, Rosanna eyeing them in interest. It was clear that she thought she had won them over, that they would be ready to help her just like that. The Doctor stopped in front of her but his eyes were scanning the room around them.

"Where's Isabella?"

Rosanna frowned, "Isabella?"

"Guido's daughter. The one that helped us escape."

"Oh, deserters must be executed. Any general will tell you that. I need an answer," Rosanna said, directing the conversation back to her goals. "A partnership. The three of us could rebuild this city, you could save the lives of thousands."

"What makes you think we'd help you? You are planning to kill just as many as you are planning to save," Audrey said, narrowing her eyes at the woman.

The Doctor hummed in agreement, "I don't think that's such a good idea."

"Carlo?" Rosanna called out. From somewhere down the hall a door opened and a small man hurried to meet them. Rosanna turned back to them with a glare. "You're right. We're nothing alike. I will bend the heavens to save my race, while you philosophize."

"This ends today. I will tear down the House of Calvierri, stone by stone," The Doctor warned.

On Rosanna's command, Carlo tried to escort them off the premises. He reached out for Audrey first, but she shoved him away with a force that the smaller man hadn't been expecting. Her eyes narrowed in a dangerous challenge, as if she was daring him to try it again.

"Take your hands off her, Carlo," The Doctor demanded.

It was a combination of the underlying threat in the Doctor's voice and the sharp glare he was receiving from Audrey that led him to backing away nervously.

"And you know why?" The Doctor continued, "You didn't know Isabella's name."

And with that, the two of them stormed out of the school with Carlo following close behind them.


	10. Vampires in Venice - Part 3

As soon as they had walked in the door to Guido's home, they were met with a worried Rory who insisted that one of them check the wounds on Amy's neck. Apparantly, while she was in the school, she had been bitten by Rosanna. Amy was convinced that she was fine, but Rory, who Audrey learned was a nurse, wasn't as sure. In the end, Amy indulged Rory and let the Doctor examine the wounds with his sonic screwdriver.

"You're fine," The Doctor assured her. "Open wide."

When she did as he said, he popped a candy into her mouth. Then, he let out a noise of frustration as he began pacing.

"I need to think. Come on, brain. Think, think, think. Think," He muttered to himself. Without breaking concentration, he sat down at the table with the others.

"If they're fish people, it explains why they hate the sun," Amy piped up, voice muffled by the candy.

The Doctor covered her mouth with his hand. "Stop talking. Brain thinking. Hush."

"It's the school thing I don't understand," Rory said.

"Stop talking. Brain thinking. Hush," The Doctor repeated as he covered Rory's mouth too.

"I say we take the fight to them," Guido told them confidently. The Doctor gestured to Guido and then to Rory until the younger man got the hint and covered Guido's mouth.

"Her planet dies, so they flee through a crack in space and time and end up here. Then, she closes off the city and, one by one, starts changing the people into creatures like her to start a new gene pool. Got it," The Doctor nodded, "But then what?"

"It can't be easy for them to survive on land if they come from the sea," Audrey added, looking towards the Doctor. Amy made an indignant noise, as if to protest that the Doctor let Audrey talk but not them. "Surely, they can't keep it up forever?"

"No, they can't. Unless she's going to do something to the environment to make the city habitable."

"Like what?"

"She said, I shall bend the heavens to save my race. Bend the heavens. Bend the heavens. She's going to sink Venice," The Doctor realized, letting his hands fall back to his sides.

Guido's eyes widened, "She's going to sink Venice?"

"And repopulate it with the girls she's transformed," The Doctor continued.

"You can't repopulate somewhere with just women. You need blokes," Rory pointed out, seeming so awkward that Audrey almost laughed. Wasn't he a nurse?

Amy brightened up, "She's got blokes!"

"Where?" Audrey questioned. That's when Amy told them that Rosanna had told her of ten thousand husbands waiting for her in the canal. This information seemed like it was enough for the Doctor to piece together the rest of the puzzle.

"Only the male offspring survived the journey here. She's got ten thousand children swimming around the canals, waiting for Mum to make them some compatible girlfriends."

Audrey wrinkled her nose in disgust, "Well, isn't that nice."

They were interrupted by the loud sound of movement from upstairs. There was a series of thumps before everything went quiet again.

"The people upstairs are very noisy," The Doctor observed.

Guido shook his head, "There aren't any people upstairs."

"Do you know, I knew you were going to say that. Did anyone else know he was going to say that?"

Again, they heard the noise, except this time it was louder.

"Is it the vampires?" Rory whispered.

"More like space fish," Audrey replied. From the corner of her eye she saw the Doctor pull out his UV light.

The kitchen window shattered, causing the glass to fly towards them. Amy let out a shriek and all five of them ducked away from the window. The Doctor jumped up, waving his UV light, but their attention was quickly turned to the other window where a group of vampires crowded around.

"Aren't we on the second floor?" Audrey asked, wondering how the girls could have reached them. Suddenly, the glass from that window burst inward and the girls started reaching through the opening.

Each vampire shied away as the Doctor moved the UV light back and forth. Using his screwdriver, he revealed them all to look exactly like Rosanna had. Instead of the young girls they first appeared to be, they were now fish-like creature with spines sticking out of their neck and massive teeth that were trying to latch onto anything they could.

Guido gasped, "What's happened to them?"

"There's nothing left of them They've been fully converted. Blimey, fish from space have never been so buxom," The Doctor said. "Okay, move."

The five of them hurried down the staircase, not sure how long it would take the vampires to catch up with them. Amy was leading the way with Guido bringing up the back. When the vampires made it to the staircase, Guido grabbed the UV light from the Doctor and waved it at them, giving the others enough time to make it out of the house.

"Stay away from the door, Doctor!" Guido warned as he slammed the door shut, locking himself inside and keeping the others safe. The Doctor doubled back to bang on the door.

"No. Guido, what are you doing?" The Doctor shouted. Through the door they could hear a struggle and Guido yelling. The Doctor tried to sonic the door, but it didn't work. "Argh, bolted."

"Doctor, you can't help him. We have to go," Audrey urged. It didn't take her long to realize what Guido intended to do, if she couldn't stop the man from taking his own life, she could damn well make sure the Doctor didn't get himself killed as well. He protested, still shouting for Guido. It only took a moment longer for him to catch on to the other man's plans, "Come on!"

The two of them tried to get as far away from the house as possible, but were unable to make it very far before the explosion. Both Audrey and the Doctor were knocked to the ground from the force of it, but thankfully they were unharmed.

"Are you alright, Doctor?" Audrey asked. The gray smoke faded away just enough for her to be able to make out his shape lying next to her.

He sat up, "Fine. Yes, I'm fine. You?"

"I'm fine."

"Doctor! Audrey!" Amy shouted. She and Rory had made it out of the house before them, but had doubled back when they heard the explosion.

"We're over here. We're fine!"

Amy made her way over to the two of them, watching as Audrey dusted the rubble off herself and stood up. The Doctor was still staring sadly at the remains of the house and that was when Amy noticed Guido was nowhere to be seen.

"Doctor," Audrey called, pointing to the sky, "Look!"

Dark clouds were billowing from the top of the Calvierri school, creating a massive storm that seemed to blanket all of Venice in its darkness. Bolts of lightning were scattered throughout the storm and thunder could be heard. It didn't look like any thunderstorm Audrey had ever seen. It almost looked like the storm had a mind of its own.

"Rosanna's initiating the final phase," The Doctor explained.

"We need to stop her. Come on," Amy said, turning to leave when the Doctor spoke up.

"No, no, no. Get back to the TARDIS," He told her.

"You can't stop her on your own," Amy objected, looking between the Doctor and Audrey. Sure, she had seen the two of them do amazing things on their own, but now that she was here, they didn't have to. That's why she had come with them, to help them stop the bad guys. At least, she thought that's why they had taken her with them.

"We don't discuss this. I tell you to do something, Amy, and you do it," The Doctor shouted, surprising all three of them. Hurt flashed across Amy's face briefly before she huffed and stormed away. Rory thanked him and then followed after her.

"That was a bit harsh," Audrey noted as she watched Amy leave. She knew he hadn't wanted to yell at her like that, but Rory's words from earlier seemed to be getting him.

The Doctor sighed, "I promised Rory I would keep her safe."

"And I'm not judging you for that," Audrey told him, holding her hands up in surrender. "All I'm saying is that you're going to have to deal with a seriously pissed Amy Pond when this is all over."

"I think I'd rather stick with the fish from space," The Doctor admitted.

"Me too."

"I don't suppose telling _you_ to wait in the TARDIS is going to work?"

Audrey grinned and grabbed his hand in hers, "Not in a million years, Alienboy."

* * *

"It should be right…here," The Doctor said as he pried open the back of Rosanna's throne. On the inside, there were blue lights and lots of crisscrossing wires. To Audrey it looked like a random mess but she hoped somewhere in that big brain of the Doctor's it made sense.

"You're too late," Rosanna spoke up from behind them, "Such determination, just to save one city. Hard to believe it's the same man that let an entire race turn to cinders and ash. Now you can watch as my people take their new kingdom."

"The girls have gone, Rosanna," The Doctor told her. Rosanna reeled back, her face twisting into one of pain.

"You're lying," She insisted.

Audrey raised her eyebrows, "Shouldn't we be dead?"

Rosanna didn't lash out at them like Audrey would've thought. Instead, she turned on her heel and began walking out of the room.

"Rosanna, please, help me," The Doctor pleaded. "There are two hundred thousand people in this city.

Audrey didn't think Rosanna was likely to take him up on that offer, but she did admire how he always seemed to give the enemies a choice. No matter what they did, he would give them a fair chance to reverse their actions and redeem themselves. If Audrey were in Rosanna's place, she knew that she would take the offer, but Rosanna still denied it.

"So, save them."

Without another word, Rosanna left the throne room. There was a moment of silence where Audrey and the Doctor watched her walk away, then the Doctor went back to examining the throne. Something in his eyes told Audrey that he had wanted Rosanna to take that offer. Not because it would've been easier to stop the storm with her help, because Audrey knew he was capable of doing it on his own, he wanted her to agree because he had _sincerely_ wanted her to make the right choice, for her own sake. It was simple to walk away from those you deemed the 'bad guys', but Audrey could see that wasn't the Doctor's mind set.

"What do you need me to do, Doctor?" Audrey asked.

"Hm, hm, hm," He muttered, scanning the throne with his screwdriver. "Ok, right, follow me!"

Panicked screams from the Venetian people outside the school followed them down the halls and motivated them to work harder. The Doctor led them to an outdoor balcony, where he surveyed the sky above them. Clouds in the shapes of great bug waves were rolling through the sky. One was coming straight towards the school and the two of them ducked inside just in time.

On the way back to the throne room, they ran into Amy and Rory.

"What are you doing here?" Audrey exclaimed. Rory's clothes were covered in a soot-like substance and they both seemed out of breath, as if they had been running.

"Get out," The Doctor commanded as he pushed past them. "I need to stabilize the storm."

"We're not leaving you," Rory cut in confidently, making Audrey roll her eyes. Honestly, this man was harder to keep up with than the Doctor sometimes. All these mood swings.

"Right, so one minute it's all 'you make people a danger to themselves', and the next it's 'we're not leaving you.' But if one of you gets squashed or blown up or eaten, who gets the-"

The Doctor was interrupted by a great big tremor that ran through the entire building, causing Amy and Rory to fall to the floor from the force of it. Somehow, the Doctor managed to stay upright and Audrey had the sense to latch onto his arm so she wasn't knocked down as well.

"What was that?" Rory questioned.

"Nothing. Bit of an earthquake."

"An earthquake?"

"Manipulate the elements, it can trigger earthquakes," He waved it away with his hand. "But don't worry about them."

"No?"

"No. Worry about the tidal waves caused by the earthquake."

The Doctor turned back to the throne, ignoring all the worried looks the others wore.

"Right, Rosanna's throne is the control hub but she's locked the program, so, tear out every single wire and circuit in the throne. Go crazy. Hit it with a stick, anything," The Doctor instructed them, before running towards the door.

"Where are you going?" Audrey called after him.

"The generator," He answered quickly. "We need to shut down and re-route control to the secondary hub, my guess is that's where it is. Stay with the Ponds!"

Without wasting another moment, the three of them got to work. They tore out everything they could get their hands on, and smashed apart the bits that wouldn't come out. Feeling like Amy and Rory had it more than handled, Audrey dashed towards the door.

"Oh. Now, where are _you_ going?" Amy asked, throwing her hands up in exasperation.

"I'm going to make sure that he doesn't get himself killed!" Audrey shouted over the noise. Amy gave her a grin, almost like she had been expecting that answer and then went back to work on the throne. Audrey took this as a sign of approval and left quickly.

She didn't know which way the Doctor had gone, so she took a left and hoped for the best. The next hallway over led her out to the balcony that she and the Doctor had been on a little while ago. From here, she could see the figure of a man clinging to one of the bell towers pillars.

"Of course. Where else would he be?" Audrey muttered. For once, why couldn't the solution to squash the evil alien's plans be somewhere nice? Did this man ever catch a break? When he lost his footing on the pillar, Audrey swore her heart stopped bearing for a second.

 _Come on, Doctor,_ Audrey thought. _You can do it._

He regained his balance as the rain started to come down even harder. It soaked through Audrey's clothes and fell into her eyes but she didn't dare look away. She felt that if she lost sight of him for even a moment, he'd fall. He pulled himself to the very top of the bell tower, towards a golden ball at the very center of the storm. It split in half when he reached it and Audrey could see him moving around it.

Suddenly, the storm stilled and the clouds gave way to bright sun light. Birdsong could be heard once more as the thunder and the lightning faded away. The Venetian people cheered, Audrey cheering along with them from where she stood. The Doctor waved down at her from the bell tower and she hoped he could see the giant smile she gave him.

 _He did it. That brilliant man did it again._

* * *

Audrey met the Doctor at the front gates of the Calvierri school. The villagers around her were picking up the streets, cleaning up after the storm that had nearly destroyed their city. Some smiled kindly at Audrey when they passed and she was in such a good mood that she smiled right back at them. The echo of footsteps behind her caught her attention and she turned to see the Doctor, soaked from head to toe, walking towards her.

"Doctor!" She cried, running towards the man and launching herself into his arms. He seemed surprised at her display of affection but wrapped his arms around her nonetheless. They swayed a bit from the impact, still managing to stay upright.

Audrey pulled back to see the Doctor's face much closer than she had anticipated. She had the urge to apologize for attacking him. She pushed it away.

Audrey smiled, "You did it!"

"What, fish from space?" The Doctor scoffed, "Piece of cake."

"Look at your hair," Audrey crowed, running her hand over his slicked back hair. His normal hair suited him better, but she did have to admit that it looked good like this too. What was with all his regenerations and having great hair?

"Look at yours!" The Doctor replied, tugging on a loose strand of dark hair that fell in her eyes. They laughed for a moment, neither of them knowing quite why. Later, Audrey would blame it on the adrenaline and the excitement of living to see another day.

When they finally calmed down, the Doctor gave her a soft smile, the one that he had given her back on the stage with Shakespeare. This time, she didn't shy away from it.

The Doctor took her hand, except this time it wasn't to keep her close or to pull her around somewhere else. He just held it, and suddenly everything seemed more normal. She wasn't some freak that was pulled through all of time and space, and he wasn't an alien who saved whole planets with nothing more than his intellect and a screwdriver. None of that mattered; they were just two people holding hands.

If you asked, Audrey would you that that was the moment she and the Doctor had truly become friends.

"Now then, what about you two, eh?" The Doctor asked.

They had found the Ponds amidst the chaos in the streets. Each of them were wearing bright smiles that the others didn't understand, but appreciated anyways. Amy and Rory were happier, and more in love, than Audrey had seen them yet. Perhaps the Doctor was right and they had only needed an adventure like this to put everything into perspective.

"Next stop Leadworth Registry office. Maybe I can give you away," The Doctor suggested while they were walking back to the TARDIS.

At his word, their bubble of happiness seemed to evaporate. When Rory tried to smile at Amy, she avoided his eyes, which made Rory sigh and drop her hand that he had been holding.

"It's fine. Drop me back where you've found me. I'll just say you've-"

"Stay," Amy interrupted. "With us. Please. Just for a bit. I want you to stay."

The Doctor shrugged, "Fine with me."

Suddenly, three pairs of eyes were on Audrey. Their expectant look confused Audrey until she realized they were waiting for her answer.

"Er, yeah, cool?" She responded, still confused on why she was being asked. All three of them visibly brightened at this answer.

A grin stretched across Rory's face, "Yeah? Yes, I would like that."

"Nice one. I will pop the kettle on. Hey, look at this," Amy said, excitedly. "Got my spaceship, got my girl, got my boys. My work here is done."

Amy walked into the TARDIS, leaving the other three crowded around the doorway. Rory frowned while the Doctor and Audrey seemed amused.

"Er, we are not her boys," Rory said.

Audrey scoffed, "Yeah, you are."

"Yeah, we are," Rory agreed. He was about to head into the TARDIS when the Doctor stopped him.

"Listen to that."

Audrey and Rory were unsure but did as they were told. Neither of them could hear anything, which, for a busy market in Venice, was saying something.

Rory shook his head, "Er, what? All I can hear is silence."

Rory headed into the TARDIS while Audrey lingered behind. She watched as the Doctor looked around suspiciously.

"Exactly."

"Doctor, is everything alright?" She asked, putting a hand on his shoulder. He turned to look at her, his eyes still narrowed in thought.

"I'm not sure."

The Doctor's eyes lingered on Audrey as she headed into the TARDIS, but he didn't follow. His mind was still stuck on what Rosanna had said about the Silence and the cracks. Could it be a coincidence that their new companion had a crack in the universe right inside her bedroom, and then have Rosanna talk about the same thing only a few weeks later?

From inside the TARDIS, he could hear Audrey's laugh as Amy and Rory recounted their fight with Rosanna's son. There was the sound of something hitting the floor, and then the laughing grew louder.

Whatever this 'Silence' was, he only hoped he could keep it away from them.

* * *

Changing into dry clothes had been Audrey's first order of business when they returned to the TARDIS. The Ponds retired to Amy's room, while Audrey and the Doctor stayed behind. Before they left, Audrey and Amy shared a wink that the boys missed. Although, the girls were winking for completely different reasons that were 100% lost on the other.

The Doctor led Audrey to the TARDIS wardrobe again because Audrey was sure that she would've gotten lost in the massive ship. Even the wardrobe was far bigger than Audrey could even imagine. There were countless stories to the room and everywhere you looked there were rolling racks of clothes. On the main level of the wardrobe, there was an open space in the middle of the room that was taken up by a long sofa and a few chairs. One chair had various dresses piled on top of it but the others were free of clothes.

Outside the door, the Doctor waited (very impatiently) until Audrey emerged, now wearing dark jeans and a white tank top.

"The size of this place still amazes me," Audrey admitted to the Doctor as she pulled her hair into a ponytail. She had only been in the TARDIS three times before and knowing that it was all contained in a little blue box was beyond mind-boggling.

"How much of the TARDIS have you seen?" He asked curiously and Audrey thought for a moment.

"Well, the first time I was in here I only saw the console room. Then, after Starship UK, I saw the wardrobe and a bit of the hallway."

"That's it?"

"How much more is there?" Audrey wondered, looking down the hall. There were numerous doors on each side and then the hallway split off two ways at the end. How big was the TARDIS exactly?

The Doctor's face lit up suddenly and then next thing Audrey knew, he was pulling her down the hallway.

"Oi! Where are we going?" Audrey questioned as she struggled to keep up.

"Somewhere you'll like. I promise."

After a few twists and turns, they came to a set of double doors. They were taller than the other doors that Audrey had seen in the hallway and the Doctor paused outside of them, looking over at her excitedly.

"Where are we?" Audrey asked. She couldn't help letting a smile stretch across her own face. His excitement was contagious, especially when Audrey just _knew_ there had to be something incredible on the other side of these doors.

"Your favorite room in the TARDIS," The Doctor told her, pushing open the doors. "The library."

Audrey was in awe as she walked through the doors of the library. It was several stories high and was easily twice the size of any library Audrey had ever seen. Each level was filled with high bookshelves, all of them stuffed to the brim with books. There was a skylight in the ceiling that showed a view of the stars, making her wonder if that was the real view or an image the TARDIS had created. A sitting area with a few armchairs and side tables was in the middle of the room, giving it the appearance of being hidden in waves of books.

She moved to the bookshelf closest to her and ran her fingers over the spines of the books sitting there. When she reached the end, she turned to the Doctor who was grinning proudly at her reaction.

Audrey sat down in one of the armchairs. It was made of a worn, lavender-colored fabric and the cushions felt soft enough for her to sink into. The Doctor sat in the leather one next to it. In between the two chairs there was a table with two stacks of books, each of them had bookmarks sticking out from the top.

"How many books are in here?" Audrey wondered.

The Doctor shrugged. "Dunno. Over nine hundred years and I still haven't figured it out."

"What did you say?" Audrey questioned, turning back to him with her eyes wide. "How old are you, Doctor?"

"Oh, I can never remember. I stopped counting a while ago. Nine hundred and something," He replied as he leaned back into the chair.

"Nine hundred years old," Audrey repeated, stunned.

When the Doctor had first told her about his ability to regenerate, back when they had met Shakespeare, she had assumed that his lifespan would be longer because of it, but she had not expected somewhere around nine hundred years.

"What is it?" The Doctor asked when he noticed Audrey's worried look.

"When we met Shakespeare, you told me you had known me most of your life," Audrey began. She paused to see if would contradict this information but he only nodded. "How is that possible? I'd be long dead in nine-hundred years."

He shook his head, "Audrey, whatever tied you to my time, to the time vortex…it changed you."

"What do you mean?"

"A human wouldn't be able survive jumping through the time vortex like that, it would kill them. The fact that you can only proves that you're not quite human anymore."

"And, what? The time vortex made me immortal?"

"Not immortal," The Doctor disagreed. "You still age. It's just a very, _very_ slow process."

Audrey nodded, thinking it over. The Doctor tried to comfort her by running interlocking their hands and running his thumb over her knuckles, but it did little to calm her racing mind. This week was just one major change to the next. Honestly, it was a little too much to take in all at once.

"Well," Audrey said after a while, "I guess this means I won't have to worry about gray hair for a while."

"That's…that's one way to look at it, I suppose."

Audrey was about to ask if there were any other things she should know when a wave of pain hit her. The headache was worse this time. Audrey didn't know if it was because the pain was so sudden and unexpected or because of something else, but she couldn't find it in herself to care. Her eyes squeezed shut as she let out a whimper of pain.

"It'll be alright, Audrey," The Doctor soothed, cupping the sides of her face, "It'll be okay."

"It's hurts, Doctor," Audrey admitted, sounding like a frightened child, "I don't want to go."

"I know, I know. I'm sorry."

The pain blocked out the rest of his words yet Audrey could still feel herself gripping onto his arms tightly. He seemed to slip away from her as she was dragged to another point of time and everything faded out.


	11. A Christmas Carol - Part 1

Hey guys! Before I get to the actual story, I wanted to say thank you to V, PrincessKitty25, and grapejuice101 for commenting on the first chapter of the story. I really appreciate all the feedback and kind words. It really motivates me to write when I know that people are enjoying what I'm putting out there. Also, thank you to everyone who has followed or favorited it. Enjoy and let me know what you guys think about this chapter in the comments!

* * *

"On every world, wherever people are, in the deepest part of the winter, at the exact mid-point, everybody stops and turns and hugs, as if to say, well done. Well done, everyone. We're halfway out of the dark. Back on Earth, we called this Christmas, or the Winter Solstice. On this world, the first settlers called it the Crystal Feast."

An old man stood at a window. Outside the glass there were many clouds, each different shades of grays, swirling around angrily with the occasional bolt of lightning shooting out. The man leaned on his cane and then turned around, a scowl on his face.

"You know what I call it?" He spat, "I call it expecting something for nothing."

The old man walked into a large room where a family dressed in dirty clothes was waiting for him. As he walked by, the man, presumably the father, reached his clasped hands out and began to plead.

"Sir, Mister Sardick. We're only asking for one day. Just let her out for Christmas."

Mr. Sardick didn't spare the family a glance as he continued walking. A group of servants wheeled in a large ice box. The glass window in the box showed the face of a young woman and Mr. Sardick peered at her curiously.

"She loves Christmas," The man of the family said quietly. Mr. Sardick turned back to them with a sarcastic smile.

"Does she? Oh, does she? I see," He stood in front of the box and raised his cane to knock harshly on the glass. "Hello. Wakey, wakey. It's Christmas. Do you know what? I think she's a bit cool about the whole thing."

He backed away from the box, laughing loudly. When he didn't hear anyone laughing with him, he narrowed his eyes at his servants.

"That was funny," Mr. Sardick told them. They laughed along obediently albeit quite tense.

"She's frozen," The voice of a young boy cut in, making Mr. Sardick turn around.

"She's what, sorry?"

"She's in the ice, she can't hear you."

As Mr. Sardick drew closer, the parents of the boy pulled him back slightly, wary of what the man might do. Sardick reached out a hand to pat the little boy on the head softly and then looked up to address his parents.

"Oh, what a clever little boy. You must be so irritated," He stated. Then, he pointed in the direction of the servants, "How much?"

One of the servants, a man in a suit and a pair of thick glasses, walked up to Sardick cautiously, "Er, it's four thousand five hundred Gideons, sir."

A phone started ringing from somewhere in the room. The servants all rushed to answer it, while Mr. Sardick paid it no attention. Instead, he was focused on the poor people in front of him, each of them looking at him with sad and hopeful eyes. As he repeated the amount of money they had taken as a loan, the mother and father bowed their heads in defeat.

"Little Miss Christmas is my security," He told them harshly.

We're not asking for her back," The man tried to explain. "Just let her have one day. Let her have Christmas with us."

Before Mr. Sardick could shoot down the family's hopes again, one of the servants drew his attention. They held up one end of the phone, telling Mr. Sardick that it was the President. Mr. Sardick only waved him off.

"Tell him I'm busy. Now, where were we? Oh, yes," He said, giving the family a mocking smile. Then, he walked back to the box, eyeing the woman inside. "She's pretty, though, your daughter. Maybe I should keep her."

"She's not my daughter, sir," The man replied.

"She's my sister," The woman beside him cut in, "She volunteered for the ice when the family were in difficulties many years ago."

A servant stepped forward, "Sorry, sir. The President says there's a galaxy class ship trapped in the cloud layer and, well, we have to let it land."

"Or?" replied Sardick.

"Well, or it'll crash, sir."

"Oh. Well, it's a kind of landing, isn't it?"

"It's from Earth, sir, registering over four thousand lifeforms on board."

Sardick chuckled. "Not if we wait a bit."

"You can't just let it crash, sir," The servant protested and Mr. Sardick continued to laugh. The others in the room stared at him, appalled.

Coming from somewhere above, there was a wheezing sound. The young boy looked up in confusion while Mr. Sardick took the phone from the servant and began speaking into it.

"Look, petal, we already have a surplus population. No more people allowed on this planet. I don't make the rules."

Almost everyone was watching Mr. Sardick, shocked that he was willing to let so many people die. Meanwhile, the boy was the only one left to notice the soot falling down the chimney on the other side of the room.

"Oh no, hang on, I do," Sardick snapped, hanging up the phone and turning to the family with a condescending smile, "Right, you lot. Poor, begging people. Off home and pray for a miracle."

The family was about to leave when a man tumbled out of the chimney and rolled across the floor. This attracted the attention of everyone in the room, including Mr. Sardick. The man from the chimney stood up, spitting soot out of his mouth and attempting to brush it off of his dirty clothes.

Suddenly, there was a white light coming from the mouth of the chimney, which made the man turn back with a beaming smile. A loud yell could be heard as a young woman fell down the chimney and onto the floor with a groan. She opened her eyes to look at the man in confusion, everything looked upside down from where she was.

"Did I just fall out of a chimney?" Audrey asked, taking in the soot covered face of the Doctor.

The Doctor laughed, "Yes!"

"You are an overgrown child, I swear," Audrey muttered, but she was smiling.

The Doctor reached down to haul her up from the floor and Audrey leaned heavily into his side. Her trademark headache was still lingering and had not been helped at all by the fall. Still grinning away, the Doctor kissed her on the head and then turned to the others in the room, as if he had just noticed them.

"Ah, yes. Blimey. Sorry. Christmas Eve on a rooftop. Saw a chimney, my whole brain just went 'what the hell'," He told them excitedly. Moving around the room, he shook everyone's hand in turn while they looked at him in confusion. "Don't worry, fat fellow will be doing the rounds later. I'm just scoping out the general chimney-ness. Yes. Nice size, good traction. Big tick."

"Fat fellow?" The man of the family asked.

"Father Christmas, Santa Claus or, as I've always known him, Jeff."

"There's no such person as Father Christmas," The boy replied matter-of-factly. Seeing his disbelief, the Doctor pulled an old photograph out from his jacket pocket.

"Me and Father Christmas, Frank Sinatra's hunting lodge, 1952. See him at the back with the blonde? Albert Einstein. The three of us together. Brrm, watch out. Okay?" He told them and the boy nodded with a bright smile on his face. "Keep faith. Stay off the naughty list."

"Seriously, Father Christmas?" Audrey questioned. The Doctor gave her a smirk before his attention was drawn to a machine in the corner of the room.

The machine looked a bit like an organ, except for the flashing lights and buttons. The Doctor walked over to it curiously, hands moving around in the air like he wanted to touch it, but didn't quite know how. Audrey walked up behind him, observing it from over his shoulder.

"Ooo. Now, what's this then? I love this. A big flashy lighty thing. That's what brought me here," The Doctor told Audrey, who was still confused about the whole situation. One minute she was with him in the library and the net she was falling down a chimney. However, the Doctor was still rambling on, "Big flashy light things have got me written all over them. Not actually, but give me time, and a crayon."

"Do you always talk like a five-year old or is that just when you're over excited?" Audrey laughed, leaning back against the machine as she watched the Doctor. Suddenly, the Doctor jumped up and started walking around the room.

"Now, this big flashy light thing is connected to the spire in your dome, yeah? And it controls the sky. Well, technically it controls the clouds, which technically aren't clouds at all. Well, they're clouds of tiny particles of ice. Ice clouds. Love that," The Doctor's eyes swept over the room once and he pointed to the woman in the ice box, "Who's she?"

"Nobody important," Mr. Sardick responded, earning a scoff from Audrey.

The Doctor walked over to the box, looking through the window to observe the woman inside.

"Nobody important. Blimey, that's amazing. Do you know, in nine hundred years of time and space, I've never met anyone who wasn't important before," He said quietly, looking over at Mr. Sardick.

"And who are you to decide she isn't important?" Audrey spoke up, glaring coldly at the man. Mr. Sardick shifted uncomfortably under her gaze and she internally cheered. Though she had known him for less than five minutes, Audrey could already tell he wasn't the sort of person she wanted to know.

The Doctor looked at her proudly before he walked back to the controls and started twisting random switches.

"Now, this console is the key to saving that ship, or I'll eat my hat. If I had a hat. I'll eat someone's hat. Not someone who's using their hat. I don't want to shock a nun, or something. Sorry, rambling. Because-because this isn't working!"

"The controls are isomorphic. One to one. They respond only to me," Mr. Sardick interjected smugly.

"Oh, you fibber. Isomorphic. There's no such thing."

Slowly, Mr. Sardick reached over and turned the machine off, then on again, while the Doctor and Audrey watched in confusion. Once he had moved back, the Doctor tried again, but only got loud beeps. He pulled out his sonic screwdriver and scanned the controls before scanning Mr. Sardick. Then, he turned to look at Audrey.

"These controls are isomorphic," He announced.

Mr. Sardick said, "The skies of this entire world are mine. My family tamed them, and now I own them."

"Tamed the sky?" Audrey asked, looking between the Doctor and Mr. Sardick. "What does that even mean?"

"It means I'm Kazran Sardick. How can you possibly not know who I am?"

The Doctor shrugged, "Well, just easily bored, I suppose. So, we need your help then."

"Make an appointment," Mr. Sardick said, sounding bored.

"There are four thousand and three people in a spaceship trapped in _your_ cloud belt. Without your help, they're going to die," The Doctor stated. Audrey's eyes widened and the Doctor sent her a look that she assumed meant that he would explain things later.

"Yes," Mr. Sardick responded.

"You don't have to let that happen."

"I know, but I'm going to. Bye, bye. Bored now. Chuck!" Mr. Sardick called and servant surrounded them, taking them by the arms to push them out of the room.

"You can't just let them die!" Audrey protested. The man holding her tightened his grip as she whipped around. She jabbed her elbow into the man's ribs harshly and used the momentum of his surprise to wriggle out of his hold.

The Doctor, who had also gotten away, grabbed her hand and they walked over to Mr. Sardick who was now sitting in a chair. The Doctor loomed over him with a hard stare while Audrey was openly glaring.

Sardick looked at the two of them with disinterest, "Ooo, look at you. Looking all tough now."

"There are four thousand and three people I won't allow to die tonight. Do you know where that puts you?" The Doctor asked.

"Where?" Sardick responded with fake concern.

"Four thousand and four," Audrey finished icily.

"Was that a sort of threat-y thing?" Mr. Sardick wondered, tilting his head to the side.

"Whatever happens tonight, remember that you brought it on yourself," The Doctor told him.

"Yeah, yeah, right. Get them out of here. And next time, try to find me some funny poor people."

The boy from the poor family picked a piece of coal from off the floor and hurled it angrily at Sardick, hitting him on the top of the head. His mother covered her mouth in shock as Sardick rose from his chair and stormed to the boy with his hand raised to hit him. The boy moved back in fright.

"No, stop, don't!" The Doctor cried.

"Don't you dare!" Audrey shouted, trying to move towards the boy, but the servants holding her back. Sardick faltered at the last second, staring down at the sacred little boy, and Audrey swore that for a minute she could see regret flash through his eyes before it was gone. The Doctor and Audrey both stared at Sardick in shock.

"Get him out of here. Get that foul-smelling family out of here. Out!" Mr. Sardick yelled, turning away.

When he realized the Doctor and Audrey had remained in the room even after everyone had left, he turned to them looking almost defeated.

"What? What do you want?"

"A simple life," The Doctor answered. "But you didn't hit the boy."

"Well, I will next time!"

"You see, you won't. Now why? What am I missing?" The Doctor asked. He walked around the room, eyes sweeping everything as if that would give him some clue.

"Get out. Get out of this house," Mr. Sardick demanded. Audrey's eyes narrowed as she began to take in her surroundings well. The room was large but had minimal furniture in it, only a few chairs and a small side table. There wasn't much decorating, plain wallpaper and one large portrait of a man on the wall.

 _Oh… now, that made sense._

"Doctor, the chairs. Look at them," Audrey urged. He did as she advised, taking a moment to absorb the information before he hit himself in the head with his hand.

"The chairs. Of course, the chairs. Stupid me, the chairs."

"The chairs?" Mr. Sardick echoed, not quite following what the other two had figured out.

"There's a portrait on the wall behind me. Looks like you, but it's too old, so it's you father. All the chairs are angled away from it. Daddy's been dead for twenty years, but you still can't get comfortable where he can see you," The Doctor explained rapidly, "There's a Christmas tree in the painting, but none in this house, on Christmas Eve. You're scared of him, and you're scared of being like him, and good for you, you're not like him, not really. Do you know why?"

"Why?" Sardick asked quietly.

"Because you didn't hit the boy," Audrey answered.

"Merry Christmas, Mister Sardick," The Doctor told him softly.

Mr. Sardick glared at them, "I despise Christmas!"

"You shouldn't. It's very you," The Doctor replied, picking up Audrey's hand and squeezing it gently. Mr. Sardick eyed them both bitterly as he questioned them.

"It's what? What do you mean?"

"Halfway out of the dark," The Doctor said. Mr. Sardick continued to glare at them even as they gave him small smiles and walked out.

* * *

"Have you got a plan yet?" Amy asked through the phone.

"Yes, I do," The Doctor responded as he and Audrey walked down the steps of Mr. Sardick's house. Audrey rolled her eyes, knowing that his plan was full of faults yet didn't choose to say anything. He had already explained the situation to her by now and she didn't need Amy to start worrying.

"Are you lying?" Amy questioned suspiciously, "Audrey, is he lying?"

"Yes, I am," The Doctor admitted. At the same time, Audrey said 'Yes, he is.' That comment earned her a glare and a shove in the side, but she only smirked at him.

"Don't treat me like an idiot," Amy warned them.

Finally, Audrey got a look at their surroundings. The view from Mr. Sardick's windows was dominated by a thick, grey fog and didn't allow her to see much. It was clear that they were on a different planet, but everyone around them seemed to be human. People were walking around and horses were pulling carriages in the street. The Doctor stood in the middle of the street, looking up into the sky as he spoke into the phone.

"The good news. We've tracked the machine that unlocks the cloud belt. We could use it to clear you a flight corridor and you could land easily."

"Oh, hey. Hey. That's great news."

"Yeah, but he can't control the machine," Audrey told Amy. To reach the phone, she had to stand on her tiptoes and lean into the Doctor's shoulder. He pouted at her slightly, annoyed she had given away the fact to Amy.

"Less great," Amy replied, starting to sound irritated herself.

"But we've met a man who can!" The Doctor cut in.

"Ah well, there you go?"

"And he hates me."

"Were you being extra charming and clever?" Amy asked sarcastically.

"Yeah. How did you know?" He asked, looking up to the sky with a smile.

"Lucky guess," She muttered, causing Audrey to snicker quietly and the Doctor to glare at the phone. Before anyone could respond, the man from earlier called out to them as he approached.

"Sir? Ma'am?"

"Hang on," The Doctor spoke into the phone, letting it hang to his side as he walked towards the man who reached out to shake his hand. He then did the same to Audrey who was confused but smiled kindly at him nonetheless.

"I've never seen anybody stand up to Mister Sardick like that. Bless you, sir, ma'am, and merry Christmas," The man exclaimed, still shaking Audrey's hand. The Doctor nodded, a pleasant smile on his face as he held up the phone for the man to see.

"Merry Christmas. Lovely. Sorry, bit busy."

"You'd better get inside, sir," The man warned, "The fog's thick tonight, and there's a fish warning."

The Doctor nodded, not really listening, "All right, yeah."

"Sorry, fish?" Audrey cut in, looking to the Doctor. What did he mean, fish?

"Yeah. You know what they're like when they get a bit hungry," The man joked.

"Yeah, fish, I know fish. Fish?" The Doctor questioned, miming the motion of a fish with his hand to be sure they were all on the same page. The man nodded hurriedly.

"It's all Mister Sardick's fault, I reckon. He always lets a few fish through the cloud layer when he's in a bad mood," He explained as he pulled his goggled over his eyes, "Thank you. Bless you once again, sir ma'am."

The Doctor turned to Audrey, "Fish?"

She only shrugged.

"Doctor, the Captain says we've got less than an hour," Amy called urgently from the phone, "What should we be doing?"

Audrey's attention was captured by a small group of fish that were circling around a street light above them. Her mouth hung open slightly in amazement as she watched them swim around in mid-air. The Doctor looked down as she tugged lightly on his sleeve and he followed her gaze.

"Fish," He breathed, walking closer so that he could see them better.

"Sorry, what?" Amy questioned in confusion but the Doctor wasn't paying attention to her or the situation at hand.

"Fish that can swim in fog. I love new planets."

"Doctor, please don't get distracted," Amy called.

The Doctor reached out a hand, watching as the fish swam up to nibble lightly at his fingers. More fish followed the others and started to swim around Audrey in a circle, making her spin to look at them with a little laugh. Since being with the Doctor, she had seen some truly amazing things, she thought to herself and then looked over to the man himself. He was smiling gently at the fish.

"Now, why would people be frightened of you tiny little fellows? Look at you, sweet little fishy-wishies. Mind you, fish in the fog, so the cloud cover," The Doctor held the phone up to his face so that Amy could hear him, "Ooo. Careful up there."

"Oh great, thanks, Doctor, because there was a real danger we were all going to nod off. We've got less than an hour!"

"I know."

Somewhere in the town Christmas music started to play as Amy demanded to know how the Doctor was planning to get them off of the crashing ship. The Doctor hit himself on the forehead as he tried to think, turning to Audrey and speaking out loud, trying to get his brain to work faster.

"Oh, just give me a minute. Can't use the TARDIS, because it can't lock on. So, that ship needs to land. But it can't land unless a very bad man suddenly decides to turn nice just in time for Christmas Day."

"Doctor, Audrey? I can't hear you!" Amy shouted, before pausing and listening closer, "Is that singing?"

"It's a Christmas Carol," The Doctor told her.

"A what?"

"A Christmas Carol," Audrey repeated, louder.

"A what?"

"A Christmas Carol!" The Doctor exclaimed, nearly shouting into the phone. His face lit up in realization and he turned to see Audrey with a similar look on her face. Amy began calling out for the two of them on the phone but gained no response. The Doctor turned to look back at Mr. Sardick's house with a knowing smile on his face.

"Kazran Sardick," He said, "Merry Christmas, Kazran Sardick."

The Doctor let out a laugh before grabbing onto Audrey's hand and pulling her down the street with him.

"Doctor!" She protested, "Oi, Idiot! Stop yanking me!"

* * *

Kazran Sardick slept soundly in the leather chair by the fire place. A blurry, black-and-white video was projected onto the wall in front of him, yet his eyes remained closed. In the video, a younger boy sat in front of a computer in a pair of striped pajamas.

"Hello, my name is Kazran Sardick. I'm twelve and a half, and this is my bedroom," He said excitedly. He checked behind him quickly then leaned forward to whisper into the camera, "This is my top secret, special project."

Older Kazran mumbled the words along with his younger self despite still being asleep. The boy went on to say that the project was for his eyes only and to wish himself a merry Christmas. Suddenly, an older voice called out angrily through the door and young Kazran's eyes went wide with fright. Older Kazran jerked awake at the sound of his father's voice and his own eyes widened when he saw the video playing before him.

"Kazran, what are you doing?" His father, Elliot, scolded as he came onto the screen. The older Kazran jumped out of his chair and backed away quickly while his younger self stared up at this father, scared. "I've warned you before about this, you stupid, ignorant, ridiculous child."

"I was just going to make a film of the fish," Young Kazran tried to explain.

"The fish are dangerous."

"I just want to see them."

"Don't be stupid. You're far too young."

Behind the older Kazran, the Doctor and Audrey watched from the shadows. Audrey watched on in anger at how Mr. Sardick was treating his son when the boy hadn't done anything to warrant such behavior. She wondered briefly if they should have even brought out the video when it obviously held bad memories for Kazran but brushed it off. The Doctor had a plan, a good plan, one that was going to save everyone.

"Everyone at school's seen the fish," Young Kazran protested, shrinking back in his chair and away from his father. The man glared at him harshly.

"That's enough. You'll be singing to them next, like gypsies."

"The singing works. I've seen it. The fish like the singing."

"What does it matter what fish like?"

"People say we don't have to be afraid of the fish. They're not really interested in us."

"You don't listen to people," Elliot yelled, raising his hand, "You listen to me."

As the man's hand came down on his son, Audrey flinched back into the Doctor who gave her shoulder a reassuring squeeze. She leaned into him as she watched the older Kazran touch his cheek as if remembering the sting of the slap. Both the Doctor and Audrey approached him quietly, though he didn't notice them at first. On the screen, Kazran had his head resting on his desk as he cried. The Doctor set a soft hand older Kazran's shoulder, making him jump.

"It's okay, it's okay," The Doctor reassured him kindly.

"What have you done?" He spat, pointing at the video with rage, "What is this?"

"Found it on an old drive. Sorry about the picture quality. Had to recover the data using quantum enfolding and a paperclip," The Doctor explained, throwing himself into the chair that Kazran had previously vacated.

Audrey let out a noise of surprise when she felt arms circle around her waist and she was pulled down onto the Doctor's lap. She twisted around to glare at him but he only gave her a smug smirk in response. When she tried to stand up, his arms would around her tighter, making it clear that he wasn't letting her go anytime soon.

"You are _so_ dead," Audrey grumbled as she crossed her arms over her chest.

"Oh, I wouldn't bother calling your servants. They quit. Apparently, they won the lottery at exactly the same time, which is a bit lucky when you think about it," The Doctor told Kazran as he noticed him reaching for the bell.

"There isn't a lottery," Kazran argued.

"Yeah, as I say, lucky."

"Who are you?"

"Tonight, we're the Ghosts of Christmas Past."

Kazran moved closer to the screen, staring at the crying version of himself as his father slammed the door shut behind him. Younger Kazran look up for a moment to make sure his father had left before crying even louder than before. Audrey could feel her heart constrict painfully in her chest as she watched the boy.

"Did you ever get to see a fish, back then, when you were a kid?" The Doctor asked curiously.

"What does that matter to you?" Kazran snapped.

"It obviously mattered to you," Audrey pointed out, gesturing to his younger self. Kazran stared at the screen, thoughtfully.

"I cried all night, and I learned life's most invaluable lesson."

"Which is?"

"Nobody comes. Get out! Get out of my house!" Kazran yelled at them. The Doctor jumped out of his seat, pulling Audrey with him to the door.

"Okay," The Doctor said, trying to pacify him. "Okay, but we'll be back. Way back." The Doctor opened the door to reveal the parked TARDIS just outside of it, "Way, way back."

Kazran stared at the door where the mysterious strangers had exited. All they had brought with them was bad memories and feelings that Kazran hadn't touched on in over twenty years, and he'd only known them for a few hours. Yet, there was still the persistent voice in the back of his mind that told him he wanted to see them again.

From somewhere he couldn't pin point, a strange but familiar wheezing sound echoed through the room. His younger self perked up as if he had heard it too.

And that's when things seemed to blur together.


	12. A Christmas Carol - Part 2

Hey guys! The next chapter of a Christmas Carol is here for you, and the end of the episode will be posted on Christmas day. Before I get into the chapter, I wanted to reply to some reviews left on the previous chapters.

 **nearlyheadlesspotter** : First of all, I really love your username omg. Second, thank you so much! Audrey is a character I really enjoy writing and I'm really glad that you like her. As for liking the Doctor and Audrey, there is definitely some exciting scenes coming up between the two of them in later chapters, so I hope you like them!

 **pastelpotter** : Also a great username. Seriously, you guys make my name look so boring lol. Anyways, thank you for your review! I really appreciate the feedback. I was a little nervous about focusing so heavily on my own character rather than the other characters from the show, so I'm really glad that you like it.

* * *

"Who are you?" Young Kazran questioned as the Doctor climbed through his window. The man only gave him a grin, turning around to offer a hand to Audrey who accepted it gratefully and jumped down from the ledge, "Who is she?"

"Hi," The Doctor greeted casually, "I'm the Doctor and this is Audrey."

Audrey waved, "We're your new babysitters."

"Where's Mrs. Mantovani?" Kazran asked them. He began to hurriedly wipe away the evidence that he had been crying, but not before Audrey caught sight of the tears and sent him a sympathetic look.

"Oh, you'll never guess," The Doctor told him as he leaped onto the bed, "Clever old Mrs. Manters, she only went and won the lottery."

"There isn't any lottery," Audrey reminded him, just as Kazran did the same. Honestly, you'd think after nine-hundred plus years he would get better at the whole 'excuses' bit.

"If you're my babysitters, why are you climbing in the window?"

"Because if we were climbing out of the window, we'd be going in the wrong direction. Pay attention."

At that point, the Doctor moved towards the camera that was still recording them. He began talking into it, directing his words towards the older Kazran they knew was watching the video at this exact moment, well, years in the future, but now for them. Audrey wondered if the man was even still watching, or if he had become fed up the moment they left and turned it off. Surely, he would notice his memories changing though, wouldn't he?

"Who're you talking to?" Kazran asked. When the Doctor didn't give him a straight answer, he turned to Audrey, "I don't understand. Who is he talking to?"

"Best to just let him ramble on. He'll do it anyways," Audrey replied, avoiding his question. Although, Kazran seemed too flustered to really notice.

"But Mrs. Mantovani is always my babysitter."

Audrey shrugged, "Thought we might switch it up. Besides, who wants a babysitter on Christmas Eve?"

The Doctor finished up with the camera and moved to the bed. With one arm, he swept Audrey up into his hold and they both flopped onto the bed. Audrey bounced for a moment, laughing at the Doctor's silliness. Kazran could only stare at the odd pair, not sure what to think about them.

"Right then, your bedroom. Great. Let's see. You're twelve years old, so we'll stay away from under the bed. Cupboard! Big cupboard. I love a cupboard."

Kazran sent Audrey an exasperated look as the Doctor pranced around his room, but she only shrugged. It was normal for him to act like a hyperactive five-year old on a sugar rush, or at least it was from her point of view.

"Do you know," The Doctor continued, "there's a thing called a face spider. It's just like a tiny baby's head with spider legs, and it's specifically evolved to scuttle up the backs of bedroom cupboards which, yeah, I probably shouldn't have mentioned."

"Oh, you think?" Audrey said sarcastically, gesturing over to an obviously frightened Kazran.

"Right. So. What are we going to do?" The Doctor asked Kazran, "Eat crisps and talk about girls? I've never actually done that, but I bet it's easy. Girls? Yeah?"

Kazran narrowed his eyes, "Are you really a babysitter?"

"I think you'll find I'm universally recognized as a mature and responsible adult," The Doctor said, confidently brandishing his psychic paper for Kazran to see.

Audrey snorted, "Even your magic psychic paper can't pull off a lie like that."

"It's just a lot of wavy lines," Kazran pointed out. The Doctor turned it towards himself to check while Audrey only laughed hysterically.

"Yeah, it's shorted out. Finally, a lie too big. Okay, no, not really a babysitter, but it's Christmas Eve. You don't want a real one. You want us."

"Why? What's so special about you?"

"Have you ever seen Mary Poppins?"

Kazran shook his head, "No."

"Good. Because that comparison would've been rubbish," The Doctor told him, going to the open window, "Fish in the fog. Fish in the clouds. How do people ever get bored? How did boredom even get invented?"

"My dad's invented a machine to control the cloud belt. Tame the sky, he says. The fish'll be able to come down, but only when we let them. We can charge whatever we like," Kazran informed him. From the way he spoke, Audrey could tell that he had heard a similar speech hundreds of times. Though, with a dad like his, that wasn't completely surprising.

"Yeah, we've seen your dad's machine," Audrey said, "Not very fun."

"What? You can't have."

"Tame the sky. Human beings. You always manage to find the boring alternative, don't you?" The Doctor said, mainly to himself, but still earned him a pinch in the side from Audrey, "You want to see one? A fish. We can do that. We can see a fish."

Kazran's face split into a wide smile, before he frowned again and asked them, "Aren't you going to tell me it's dangerous?"

"Dangerous?" The Doctor scoffed, "Come on, we're boys. And you know what boys say in the face of danger?"

"What?"

"Mummy," The Doctor answered, "Or, well, in my case, 'Audrey'"

* * *

The three of them squeezed into Kazran's cupboard with barely enough room to move their arms and legs. From the other side of the door, they could hear the Doctor's sonic screwdriver sending out a noise every few seconds. The only light in the small space was coming from Kazran's computer, as the Doctor had insisted on bringing the camera with them.

"Are there any face spiders in here?" Kazran asked, glancing around the cupboard. He sat in between the Doctor and Audrey, their backs facing the door. Through the darkness he could see the Doctor shake his head.

"Nah, not at this time of night. They'll all be sleeping in your mattress. So, why are you so interested in fish?"

"Because they're scary," Kazran answered simply.

Audrey laughed, "Oh, good answer."

"What kind of tie is that?" Kazran asked the Doctor, looking at the Doctor's blue bowtie.

"A cool one."

"Why is it cool?"

"Why are you really interested in fish?" The Doctor countered, knowingly. Kazran sighed, looking down at his fidgeting hands before explaining the story to them.

"My school. During the last fog belt, the nets broke and there was an attack. Loads of them. A whole shoal. No one was hurt, but it was the most fish ever seen below the mountains."

The way Kazran spoke about the fish, Audrey could hear the awe and wonder in his voice. She completely understood where he was coming from. Honestly, fish in the clouds? Alien planets and long dead playwrights are one thing, but _fish_ in the clouds?

"I bet you weren't scared, though, were you?" Audrey asked, bumping her shoulder against Kazran's.

He smiled sadly, looking down at his hands again, "I wasn't there. I was off sick."

"Ooo, lucky you," The Doctor muttered, before Audrey nudged his side and drew his attention to a sniffling Kazran, "Not lucky."

"It's all anyone ever talks about now. The day the fish came. Everyone's got a story."

"But you don't."

"Don't you worry, Kazran. You're going to get your story," Audrey promised him, "And I reckon your story is going to be way better than theirs."

Kazran smiled at Audrey, this time one of happiness. He seemed to believe her when she said that, and she was glad she could cheer him up at least somewhat.

"Why are you recording this?" Kazran asked.

"Do you pay attention at school, Kazran?" The Doctor wondered, "Because you're not paying attention now."

The Doctor directed Kazran's attention to his finger. A string was wrapped around it loosely, the other end tied to the sonic screwdriver on the other side of the door. Kazran didn't seem as happy as they had expected him to be, instead he remained cautious and asked the Doctor if he was sure it was safe to go out.

"Trust me."

Kazran nodded, uncertainly, "Okay."

"Trust me?" The Doctor asked, looking to Audrey, as he held out a hand to pull her up. Audrey shrugged and took his hand.

"What do I have to lose? Yes, I trust you."

The Doctor was about to open the cupboard door when he noticed that Kazran still looked worried. He bent down to the younger boy's level and fixed his bow tie.

"Oi. Eyes on the tie. Look at me. I wear it and I don't care. Trust me."

This time Kazran seemed more confident in his answer, "Yes."

"That's why it's cool."

The Doctor and Audrey slowly slipped through the cupboard doors, trying not to scare any fish that might be present. In the middle of the room, a small silver fish was nipping at the end of the Doctor's sonic.

"Hello, fishy. Let's see. Interesting," The Doctor murmured, taking a step closer to it.

"How do they swim in the fog, Doctor?" Audrey asked, dragging him by the hand so she could get a closer look at it. The Doctor made sure they kept their distance, just in case, but was too curious not to explore a bit.

The Doctor hummed in response, "Crystalline fog. Maybe carrying a tiny electrical charge. Is that how you fly, little fishy?"

In the cupboard, Kazran was excitedly calling out to them, asking if he could see the fish. The Doctor, still cautious, warned him to stay in there for a moment longer. The two of them moved quietly until they were standing directly in front of the fish. Like the others that had swam around Audrey in the town, this fish didn't seem at all frightened by their presence.

"Is it big?" Kazran questioned.

"Nah, just a little one. So, little fellow, what do you eat?"

Suddenly, a massive shark swept into the room and swallowed both the fish and the sonic screwdriver in one bite. Audrey was too stunned to move for a moment, only able to stare at the full mouth of sharp teeth in front of her. However, the Doctor jerked back instantly and tugged Audrey back as well, standing in front of her protectively. She pulled insistently on the back of his jacket, the two of them inching backwards towards the cupboard. The shark observed their movements with beady eyes, it's jaws snapping.

"Can I come out?" Kazran pleaded, excited to see the fish.

"No!" Audrey said a little to forcefully, "No, no. Stay there, Kazran."

"What color is it?" Kazran continued.

"Big. Big color."

They took their chance and dashed towards the cupboard as fast as they could. The shark surged after them, snapping its teeth at the empty space they left. Audrey quickly slammed the cupboard door shut behind them, urging Kazran to move as far away as possible while she and the Doctor held the door closed. The door rattled as the shark barreled into it relentlessly.

"What's happening?" Kazran cried.

"Well, you definitely have that story I promised you," Audrey commented stiffly.

"Also, I got a good look at the fish, and I think I understand how the fog works, which is going to help us land a spaceship in the future and save lots of lives," The Doctor explained brightly, "And I bet I get some very interesting readings off my sonic screwdriver when I get it back from the shark in your bedroom."

"There's a shark in my bedroom?" Kazran asked incredulously.

"Oh fine, focus on that part."

There was another huge bang on the door before it went completely quiet. The three of them shared a cautious look, not daring to move even an inch.

"Has it gone? What's it doing?"

"What do you call it if you don't have any feet, and you're taking a run-up?"

Then, the shark burst through the door, leaving the three of them sprawled on the floor. Quickly, they scuttled backwards and away from the door way where the face of a shark was now snapping away at them. Audrey pulled Kazran as close as she could to her chest so that she was half bent over him, her back facing the shark.

"It's going to eat us. It's going to eat us. It's going to eat us," Kazran repeated over and over, clinging fearfully to Audrey's jumper and hiding his face in her shoulder.

"Well, maybe we're going to eat it, but I don't like the odds. It's stuck, though," The Doctor observed, "Let's see. Tiny shark brain. If I had my screwdriver, I could probably send a pulse and stun it."

"Well, where's your screwdriver?"

"Well, concentrating on the plusses, within reach. You know, there's a real chance the way it's wedged in the doorway is keeping its mouth open."

"Is there really? Or is this one of those times when you say things just to make me feel better?" Audrey asked and the Doctor gave her an unconvincing look.

"Well?" Kazran prompted, "Is he telling the truth?"

"Of course he is, love. No need to worry," Audrey lied.

"I've only got two goes, and then it's your turn," The Doctor announced, reaching around Audrey to ruffle Kazran's hair.

The boy furrowed his eyebrows, "Two goes?"

"Two arms. Right, then. Okay. Geronimo!"

* * *

They were back on the roof of the house, just outside Kazran's bedroom window. The shark was lying on the ground with Kazran and Audrey knelt beside it.

"What's the big fishy done to you? Swallowed half of you, that's what. Half a screwdriver, what use is that? Bad, big fishy," The Doctor mumbled, observing the half of his screwdriver that he had managed to regain.

"Doctor? I think she's dying," Kazran spoke up sadly.

"Half my screwdriver's still inside, but yeah, I think so. I doubt they can survive long outside the cloud belt. Just quick raiding trips on a foggy night," The Doctor rambled on, still looking at his screwdriver.

"Doctor," Audrey cut in. He turned to see her with a comforting arm around Kazran who had tears running down both sides of his face.

"Can't we get it back up there?" Kazran asked hopefully, "We were just going to stun it. I didn't want to kill it."

"She was trying to eat you," Audrey pointed out quietly, observing the boy who looked up at her with sad eyes.

"She was hungry."

"I'm sorry, Kazran. I can't save her," The Doctor told him softly, "I could take her back up there, but she'd never survive the trip. We need a fully functioning life-support."

"You mean like an icebox? Okay," Kazran said brightly, before standing up.

"Where are you going?" The Doctor called as the boy climbed through the window.

"Just follow me!"

Kazran led them down into the basement area of the house. They walked down a narrow staircase, coming out in a small room with snow on the ground. Audrey rubbed the sides of her arm, watching as their breath appeared in white puffs. On one end of the room was a large steel door with a keypad set into the wall. The Doctor and Audrey crowded around the window of the door to get a better look.

"What is this?" Audrey asked Kazran. On the inside, there were rows of the saw containers they had seen in the future, in Kazran's sitting room. If those were the same containers, did that mean they were filled with people as well?

"The surplus population. That's what my Dad calls it," Kazran told them. The three of them tried in vain to wrench the door open. When they realized force wouldn't do, the Doctor walked over to the keypad, trying to sonic it open.

"Ah, what's the number?" He asked when the sonic didn't work either.

"I don't know."

"This place is full of alarms. It's not just the door. I need the number."

"So go get it," Audrey told the Doctor, rolling her eyes. The Doctor looked confused for a moment, not following what she was saying.

"What do you- Oh. Ah! Yes!" The Doctor cheered, finally catching on. He kissed her quickly on the forehead, running back up the stairs and calling back to her, "Thanks, dear!"

The Doctor returned only a moment later, rushing down the stairs and shouting 'seven two five eight' over and over again. Audrey hurriedly entered the code while the boys pried the door open.

"Ah, there's fish down here, too," The Doctor observed as they entered the room.

Fog swirled around the room at their ankles, smaller fish swimming around the floor. Upon entering the room, they realized there wasn't just a few rows of the containers, there were hundreds.

"Yeah, but only tiny ones. The house is built on a fog lake, that's how Dad freezes the people. They're all full, but we could borrow one."

Kazran led them through the maze of people, using a lamp to light his way. He seemed to know exactly where he was heading because he stopped a few rows down and tapped on the cryochamber in front of them.

"Yeah, this one."

"Doctor, it's her," Audrey murmured, ushering him closer to the glass window. The Doctor peered inside, seeing the blonde woman that Kazran would call unimportant in the future.

"Hello again," The Doctor greeted.

"You know her?" Kazran questioned, furrowing his eyebrows at the two of them.

"Why her? Important, is she?" The Doctor asked, raising an eyebrow. He and Audrey shared a smirk, appreciating the irony of Kazran choosing this particular woman.

"She won't mind. She loves the fish," Kazran explained. He typed a code into the keypad on the side and a video of the woman began playing as she talked about how grateful she was for Mister Sardick's kindness. The Doctor and Audrey began wandering away from Kazran, observing the others in the cryochambers. Kazran, on the other hand, seemed too enthralled with Abigail's video.

"Why are all these people here?" Audrey wondered, looking into another container. The people ranged from all sorts of races and ages, so far there wasn't a single thing that Audrey could find that solidly connected one to the other.

"What's all this for?" The Doctor called back to Kazran.

"My dad lends money. He always takes a family member as- well, he calls it security."

Audrey scoffed. Years in the future and the human race had equated money to human lives. What happened to the people whose families couldn't pay back their debts? Did they just stay in here forever?

"Hard man to love, your dad. But I suppose you know that."

Their exploring was interrupted by the sound of the Doctor's sonic echoing through the room. When Kazran asked what was happening, the Doctor pulled the sonic out of his coat and examined it.

"Just my half of a screwdriver trying to repair itself. It's signaling the other half," The Doctor told them, sounding unconcerned. Then, as the sound of the other half of the screwdriver rang out, the three of them shared a worried look.

"Doctor, the other half is in the shark," Audrey reminded him.

"Yeah? Sounds like she's woken up. Okay, so it's homing on the screwdriver."

Audrey barely had enough time to latch onto Kazran's hand as the shark erupted from the fog. It lunged after them, making them dive out of the way and into the cryochambers. When Audrey pulled Kazran to his feet, the Doctor was nowhere to be found. She heard the growling of the shark behind them and didn't waste any time.

"Come on, Kazran," She shouted, "This way."

She pulled the boy through the vaults, zig zagging around the rows to throw the shark off their trail. As they ran, she looked behind them for the Doctor. The fog was too thick to see more than a few feet behind them so she focused on saving Kazran instead. The Doctor was capable of taking care of himself, but she'd be damned if she let Kazran be eaten by some stupid shark that they had lured into his bedroom in the first place.

"Is it gone?" Kazran asked Audrey, as she pulled him to the ground with the two of them hiding behind a wall of cryochambers. Audrey was about to answer him, most likely with a lie, when the sound of singing drifted through the air and cut her off.

The two of them stood up and hesitantly began walking towards the voice. They came across Abigail's cryochamber which was open. At the end of the row, a young woman was kneeling next to the shark, with the animal calm underneath her hand.

The Doctor stumbled out from behind them, making Audrey turn around to look at him. A smile spread across her face when she realized he was all right and he gave her one in return. He came to stand next to them, taking Audrey's hand in his

"It's not really the singing, of course," He told them, leaning down to speak quietly.

"Yes, it is," Kazran argued, "The fish love the singing. It's true."

"Nah. The notes resonate in the ice crystals, causing a delta wave pattern in the fog," The Doctor slapped the back of his neck, "Ow. A fish bit me."

"Shut up then," Kazran snapped. The Doctor pouted, dejected that no one was as interested in the scientific aspects of it. This only made Audrey laugh and bump her hip against his.

"Yeah, Doctor. You're ruining it," She teased lightly. He pouted for a moment longer before becoming distracted by his discovery.

"Of course. That's how the machine controls the cloud belt. The clouds are ice crystals. If you vibrate the crystals at exactly the right frequency, you could align them into – ow! Why do they keep biting me?"

"Look, the fish like the singing, okay? Now shut up."

"Okay," The Doctor drawled dramatically.

* * *

"And this, is the TARDIS," Audrey beamed, throwing the doors to the TARDIS open dramatically. The Doctor had let her make the introductions as he secured the shark in the box, which he said was an unfair balance between the two jobs.

Audrey breathed a sigh of relief to see the ship again. It was odd how quickly the blue police box seemed to becoming familiar to her, or how quickly she had started to consider it home.

"It's bigger on the inside!" Kazran exclaimed, leaning around to look into the TARDIS. Kazran and Abigail's faces were staring around them in awe, the orange glow of the TARDIS lighting up their faces.

"Yeah, it's the color. Really knocks the walls back," The Doctor commented, before tapping on the window of the icebox, "Shark in a box, to go."

Once they had managed to get the shark into the TARDIS, which was a lot harder than it might seem, the Doctor headed straight for the console. He began piloting the TARDIS as their guests watched on in curiosity.

"This is amazing," Abigail gushed, looking around the beautiful console room in amazement.

"Nah, this is transport," The Doctor waved off.

Audrey snorted, "I'd hardly call the TARDIS just 'transport'."

The Doctor didn't seem to hear her, though. He had run over to the doors, throwing them open to show that they were in the sky. Clouds were rolling around in front of them with hundreds of fish darting from one place to the next.

"I keep amazing out here," The Doctor finished, wearing a smug smile when he saw that all of them, even Audrey, were stunned at the sight before them.

After that, they released the shark and returned her back to the clouds. Kazran and Abigail were hovering by the door, watching the shark swim after the smaller fish before disappearing into a cloud. Audrey was examining Abigail's cryochamber, running her hands over the top of it with interest. On the door there was a panel that had a few numbers splayed across it: five zeroes and an eight at the very end.

"Abigail, what are these numbers?" Audrey asked curiously.

"It pertains to me, ma'am, not the fish," She replied, steadily avoiding Audrey's question. The Doctor, who had been interested in the numbers as well, raised an eyebrow at her.

"Yeah, but how?" He said.

Abigail looked at him strangely, "You are a doctor, you say? Are you one of mine?"

"Do you need a doctor?"

Abigail looked down, sadly, but didn't get the chance to answer. A device on the console let out a ding, making the Doctor race over to it.

"Ah. Sorry. Time's up, kids," The Doctor said.

Kazran frowned, "Why?"

"It's nearly Christmas Day."

Kazran looked disappointed that the night was coming to an end. He looked over at Abigail from the corner of his eye, but the woman was still looking at her vault. Audrey felt her heart constrict for the boy. He seemed to be having fun with the three of them, which was a big change from the crying boy they had found earlier that night. He was no doubt disappointed he had to return home to spend Christmas with his father.

There wasn't much Audrey could do, however, she and the Doctor had to get back to the future. She hoped this adventure was enough to change future Kazran's heart and help them land the ship the Ponds were stuck on. Although, that didn't mean she couldn't feel bad for him. No child should have to be unhappy on Christmas.

The Doctor brought the TARDIS back to the Sardick house. Kazran was quiet as they led Abigail back to her cryochamber, but Abigail kept gushing about how lovely it had been, trying to remain positive.

"If you should ever wish to visit again," Abigail trailed off, leaving the end open for them.

"Well, you know, if we're ever in the neighborhood," The Doctor said. Audrey knew he was lying, and it seemed that Abigail did as well. Kazran on the other hand had another idea.

"They come every Christmas Eve!" Kazran blurted out, making Audrey raise an eyebrow at him but she didn't protest, "Yeah, they do. Every time. They promise."

"What'd you do that for?" The Doctor asked incredulously, as Kazran shut the door to Abigail's cryochamber. Kazran didn't give him an answer, instead he ran back to the house and gave them an excited wave from the door.

"See you next Christmas!"

And they did. They saw him next Christmas, and the Christmas after that, and the Christmas after that, and so on. Well, from Kazran's point of view it had been a year between trips, but for the Doctor and Audrey it had been moments between one holiday and the next. They jumped through Kazran's life a year apart every time.

It was odd in a way for Audrey. As a child, she'd wait all year for Christmas and be so excited when it came, now the holiday had lost some of it's magic as they could hop to any Christmas, any year, whenever they wanted. Kazran seemed just as excited every year. Although, Audrey thought it had more to do with seeing Abigail than it did the adventures.

It was their fifth Christmas together now. They'd been riding through the clouds in a shark-drawn carriage, they'd been to Egypt, and now, it was Abigail's turn to pick.

"Pick a Christmas Eve. I've got them all right here," The Doctor said, patting the console of the TARDIS.

"Might I make a request?" Abigail asked.

Audrey smiled, "Of course."

"This one."

Abigail gave them the directions to a small house in the middle of town. She seemed nervous to leave the TARDIS at first, and even when she did, she didn't knock on the door. Instead, she stood at the window, watching them sadly. Audrey, the Doctor, and Kazran stood a little way away to give her privacy.

"Who are they?" Kazran asked in a hushed voice.

"Her family. The lady's her sister. We met her once, when she was older," The Doctor answered. Audrey smiled sadly at Abigail. She knew the woman must want to see her family, but she also knew why she didn't go inside. Abigail could give them this one Christmas night, but then she'd have to leave again and return to her cryochamber. Saying goodbye was always hard.

"Abigail's crying," Kazran pointed out looking worried.

"Yes."

Kazran turned to Audrey in confusion, "When girls are crying, are you supposed to talk to them?"

Audrey sighed, "Yes, you big doofus. Now, go get her."

Audrey pushed Kazran in Abigail's direction, making him stumble a little bit. He turned around, looking unsure so the Doctor gave him a thumbs up. This seemed to be all Kazran needed because he straightened his bowtie (in a way that was all too familiar) and slowly approached Abigail.

Audrey watched the two of them talking with a fond sort of smile and leaned her head against the Doctor's arm. She felt him rest his head on top of hers, just as Audrey stifled a yawn with the hand that wasn't holding the Doctor's.

"When's the last time you slept?" The Doctor questioned, picking his head up to stare down at her in concern. Audrey tried to think, but came up blank. Surely, it couldn't be that long ago.

"Er…I'm not sure," Audrey replied, "Hard to keep track with all this stupid jumping. Not since coming to this universe, so a few days."

"As soon as this over, we're getting you straight to bed," The Doctor promised her, tapping her nose with his finger.

"Geez, Doctor. Bit quick to hop into bed with a man I hardly know."

Suddenly, a blush spread across his cheeks and neck.

"That's not what I-" He protested, before seeing her holding back laughter and he rolled his eyes, "Shut up."

"Come on, Idiot. I think Abigail's family deserves a nice surprise."

She dragged him around to another entrance and knocked once on the door before walking in. The oldest man in the house, most likely the woman's husband, was quick to stand up from his chair.

"Who're you then?" He asked, looking shocked that two strangers had just burst into his house. The Doctor looked to Audrey, searching for an answer, but she only shrugged. Her plan was to get into the house, she didn't really have an explanation prepared.

"Er. We're friends of the family you could say," The Doctor explained, which wasn't actually a lie. Not that they knew that of course.

"Friends of the family, eh? Well I've never seen you before."

"Oh, Abigail's mentioned us I'm sure," Audrey tried, but she only received blank looks in return, "No? Well, all the same. Thought you might like a nice Christmas miracle."

And with that, she crossed the room and pulled back the curtain on the window to reveal Abigail and Kazran standing there, looking surprised as well. The Doctor grinned at the two of them and waved them in.


	13. A Christmas Carol - Part 3

Hello! Merry Christmas to those of you that celebrate and happy doctor who special day to those of you that don't! I'm really excited about this chapter, it's got a lot of fluffy bits in it, which are my favorite, plus it's obviously very christmassy. Also, I'm super excited to watch the christmas special later tonight so I'm just in a doctor who mood. I hope you guys all had safe and happy holidays and I hope you enjoy the chapter!

 **pastelpotter** : Thank you!

 **Starangel5593** : Thank you!

* * *

"Pick a card. Any card at all," The Doctor instructed, brandishing a deck of cards in front of Benjamin. It was some time later and thefamily had welcomed them into the home to celebrate Christmas Eve, "You memorize the card, you put it back in the deck. Don't let me see it."

The Doctor split the deck in half, passing one half to Audrey and shuffling the other half on his own. When she was done shuffling her half, she passed it to the Doctor, who mixed it in with the rest. He pulled out one card, holding it up in front of the boy.

"The three of clubs."

The boy shook his head, "No."

"You sure?" The Doctor asked, sounding doubtful, "Because I'm very good at card tricks."

"It wasn't the three of clubs," Benjamin insisted.

"Well, of course it wasn't, because it was the seven of diamonds."

"No."

"Oi, stop it, you're doing it wrong," The Doctor objected. He pulled out each card confidently, his eyes sparkling and each time the boys said no, he faltered a bit.

"Pretty sure that's not how it works, Doctor," Audrey told him, making Benjamin giggle. The Doctor looked between them with his mouth open, before pointing an accusing finger at Audrey.

"Never play cards with her, Benjamin. She _always_ cheats."

"Tomorrow's Christmas dinner is cancelled, as my sister refuses to attend," Isabella announced, standing up to drag everyone's attention to her. From where she was sat, Abigail was protesting, but her sister only smiled down at her, "Instead, we'll have it tonight."

Isabella prepared enough food to feed an entire army, though it was all gone by the end of the night. The Doctor sat at the head of the table with Audrey to his left and Kazran next to her. They pulled out these funny little cylinders, the children teetering over them excitedly, while Audrey furrowed her eyebrows.

"What are they?" She asked, when the Doctor offered her one. Benjamin, who sat across from Audrey, looked at her with wide eyes.

"Don't they have Christmas crackers where you're from?" He asked, sounding bewildered. Audrey only shrugged and accepted the cracker from the Doctor. They all interlocked their arms around the table and pulled on each end of the crackers.

The Doctor pulled a purple hat from one of the crackers and settled it on Audrey's head. They grinned at each other widely and he leaned across the table to plant a quick kiss on her cheek. Audrey paused for a moment, stunned at the gesture, but the Doctor thought nothing of it and went back to his conversation with Benjamin.

"How did you do that?" Benjamin asked the Doctor, pulling a playing card from his cracker.

The Doctor only smiled, "Your card, I believe."

"No," Benjamin laughed.

"Oh, silly Doctor. Of course, that's not his card," Audrey said, reaching over to pull a card out from the inside of Benjamin's coat pocket, "Because this is."

"That was amazing! Do it again," Benjamin insisted, while the Doctor pouted at Audrey.

"See, she always cheats."

From next to Audrey, Kazran raised his glass with a nervous smile and wished them a Merry Christmas, which everyone toasted to. When Audrey glanced over at Kazran and Abigail, she could see they were holding hands and she smiled to herself.

 _Finally_ , she thought.

They stayed with Abigail's family until it was nearly morning, and the Doctor insisted they had to go. It was hard for Abigail to say goodbye to her family, as Audrey knew it would be, but the young woman was far stronger than she seemed and she walked out of the house with a smile. When Audrey asked her why she was smiling, Abigail only replied that she had every reason to be happy, especially after just visiting her family. Audrey couldn't help but admire that strength.

"Best Christmas Eve ever," Abigail exclaimed, hugging Audrey and the Doctor tightly.

"Ah. Till the next one," The Doctor responded. Abigail nodded, then looked over to Kazran who was hanging back behind the group.

"I look forward to it. Now I'd like to say good night to Kazran."

"Of course, yes. Well, on you go," He said, looking between the two of them, then his eyes widen in realization, "Oh. Oh. Yes. Right. Sorry. We'll, er, we'll go, then. Goodnight. Good luck. Night. Good night."

He backed right into a cryochamber, making it rock noisily. Audrey rolled her eyes while stifling a laugh.

"Sorry about the idiot," Audrey told them, latching onto the Doctor's arm and pulling him towards the TARDIS, "Goodnight, Abigail! See you next Christmas."

The two of them made it halfway to the TARDIS until they heard footsteps running after them and Kazran's hushed but panicked voice.

"Doctor. I, er, I think she's going to kiss me," Kazran whispered, his eyes wide.

Audrey snorted, "Well spotted, Kazran."

"I've never kissed anyone before. What do I do?" Kazran questioned nervously.

The Doctor put an arm around his shoulder, "Well, try and be all nervous and rubbish and a bit shaky."

"Why?"

"Because you're going to be like that anyway. Might as well make it part of the plan, then it'll feel on purpose. Off you go, then."

"What, now? I kiss her now?"

The Doctor sighed, "Kazran, trust me. It's this or go to your room and design a new kind of screwdriver. Don't make my mistakes."

"Just go. You'll be fine," Audrey encouraged him, straightening his bow tie for him and then giving him a push towards Abigail, "She's not going to kiss you if you keep her waiting."

And with that, Audrey and the Doctor headed back to the TARDIS. The Doctor had to pull Audrey away from the scanner when she tried to spy on the two of them, giggling madly. When they had dematerialized, Audrey started to notice the white light coming from her hands, but she was thankful that she didn't feel any pain.

"All right. One year in the future. Next stop, Christmas Eve," The Doctor announced, bouncing around the console excitedly.

"You're going to have to tell Kazran and Abigail goodbye for me," Audrey spoke up, trying not to sound too disappointed. She had actually been having a good time, and she only wished that she could have stayed longer. Hearing her answer, the Doctor poked his head around the console and then approached her sadly when he saw the light.

"I wanted to spend more time with you but…" Audrey trailed off, "I guess I'm needed somewhere else."

The Doctor hugged her tightly, "Wherever you're going next, I'll still be there."

Audrey could still feel his arms around her as she was pulled to her next destination, which had her falling to the floor from lack of balance. Wherever she was, the floor was shaking and it was noisy as hell. She looked around, seeing a futuristic looking spaceship with its crew rushing about, panicking. She stood up and was about to ask if anyone had seen the Doctor when she spotted Amy and Rory.

"Amy!" She called, getting the couple's attention, "Where are we?"

Amy rushed up to Audrey, wrapping the girl in a hug as she let out a relieved sigh. Audrey was confused but hugged her back anyways, shooting a smile over the redhead's shoulder at Rory.

"But you were down there with the Doctor," Rory said, sounding confused, "On the phone, we heard you."

Audrey's eyes widened, "Wait, is this the same crashing ship?"

"This is good though, yeah? Now that you're here you can help us," Amy suggested, looking desperate, "Please say you can help us."

"Well, no," Audrey said, before brightening up, "But the Doctor's got a plan! There's this man, see, and he control the clouds and the Doctor's going to change him. You'll see."

As if on cue, Amy's phone began to ring. She hurriedly answered it, putting it on speaker so they all could hear. The Doctor explained that his plan had failed, that something had gone wrong and future Kazran was still refusing to let the ship land. Audrey stayed silent, but she was disappointed that Kazran had turned out the way he did. She remembered the boy she met earlier that night, the boy who only wanted to see the fish, and she felt like she had failed him somehow.

"That's not all, Doctor," Amy said hesitantly, glancing over at Audrey, "Audrey's here."

"What? Put her on."

Audrey took the phone from Amy, "Hello?"

"Audrey?"

She winced at his concerned tone, "Er. Yeah?"

"Where've you just come from?" He asked, trying to figure out where they were up to. Amy and Rory were looking at her intently, probably thinking the Doctor was going to tell her some brilliant plan that would save them all.

"Well, I was just down there with you, but then I got pulled up here," Audrey explained, forcing a laugh, "Just my luck, eh?"

Over the phone, the Doctor sighed, "Audrey, I'm going to fix this. I swear."

"I know," She said softly, "I believe you."

* * *

Kazran Sardick, now an old man, stood in his sitting room on his own. Pictures of Abigail, Audrey, and the Doctor were scattered around the floor, reminding him of the adventures they had been on together. It was so strange, one moment he had memories of a lonely childhood and then the next he could remember counting down the days until the couple in the magic box swept him away and took him to his childhood love. He smiled softly at the pictures, before catching himself and forcing his face back into a frown.

No. If they had never changed his past, he would never have met Abigail. And then maybe it wouldn't hurt so much.

Suddenly, the hologram of a young woman dressed as a policewoman appeared in front of him. He jumped back in surprise before glaring harshly at her.

"Hello," She greeted.

"Who are you? What are you doing here?" He demanded.

"You didn't think this was over, did you?" The woman scoffed, putting her hands on her hips, "I'm the Ghost of Christmas Present."

He raised an eyebrow, "A ghost? Dressed like that?"

In an instant, her image was replaced by that of a Roman soldier who was scowling angrily at him, "Eyes off the skirt."

"You turned into a Roman," Kazran said as the policewoman returned.

"Yeah. Yeah, I do that. I also do this."

Before Kazran could ask what she meant, the hologram had disappeared. In its absence, a chorus of voices filled the air and sang a Christmas song that Kazran hadn't heard in a long time. Kazran looked around for the source of the noise, but it was distant. He followed through the house, all the way to the Cryovault. He looked through the window to see hundreds of men, women, and children standing inside.

Hurriedly, he opened the door and stepped inside. None of the chambers were open and all the people were looking right through him, as if he wasn't even there.

"They're holograms. Projections, like me," A familiar voice spoke up, making him whirl around. Standing behind him was Audrey, wearing the same clothes she had been the last day he had seen her all those years ago. Her hands were clasped tightly in front of her, as if she was holding back her anger but her face was only sad.

"It's you. Audrey, it's you," Kazran said, forgetting his anger for a moment and swapping it for disbelief. She hadn't been there for that last Christmas with the Doctor, he had said that she was off spending time with her family that year, but here she was, not looking a day older.

"And who are you, Kazran?" Audrey questioned, anger seeping into her voice, "What happened to the little boy who wanted to see the fish? Because that little boy wouldn't let all these people die."

"He grew up," Kazran spat, turning away from her. The other projections were still singing and there was something about them that made his heart sink, "Who are they?"

"The people on the ship. The ones that you're going to let die tonight."

"Why are they singing?"

"To save their lives. It was the Doctor's idea."

Kazran scoffed "Save a crashing ship by singing?"

"He's full of mad ideas," Audrey told him, staring at him steadily, "You know the Doctor."

"How do I? I never met either of you before tonight. Now I seem to have known you all my life. How? Why?" Kazran questioned, finally getting to ask what he had been dying to know. Why had they done this to him? Why had they turned his life inside out?

"You're the only person who can let this ship land. He was trying to turn you into a nicer person. And he was trying to do it nicely," Audrey answered, seeming as though she wanted to say more but refrained from doing so.

"You've changed my past, my whole life."

Audrey shrugged, "Time can be rewritten."

"You tell the Doctor. Tell him from me, people can't," Kazran snapped, walking through the projections of the people on the ship without a glance back. They all disappeared, leaving him alone in the vault as he walked the familiar path to Abigail's chamber. He had stopped himself from visiting her chamber so many times over the years, or at least that's what his new memories told him, because he knew that if he saw her face again, he might not be able to stop himself from waking her.

"Abigail," Audrey's voice murmured from behind him. Kazran didn't turn around though, he only put a hand on the window separating him and his love.

"I would never have known her if the Doctor hadn't changed the course of my whole life to suit himself," Kazran spoke, seemingly to himself.

"And would you rather it be that way?" Audrey asked, "Would you prefer never having met her, never having fallen in love with her?"

"Yes."

"Why's she still in there? You could've let her out whenever you wanted."

"Oh, yes. Any time at all. Any time I choose."

Audrey furrowed her eyebrows, not understanding. The Kazran she had just been with would've have done anything to spend more than a day with Abigail. What had happened in that last Christmas that had changed things so much?

"Why don't you?" She wondered.

"This is what you and the Doctor did to me. Abigail was ill when she went into the ice. On the point of death. I suppose the rest in the ice helped her. But she's used up her time. All those Christmas Eves with me. I could release her any time I want, and she would live a single day."

Audrey's glare fell, "Kazran…"

"So tell me, Ghost of Christmas Present, tell me _Audrey,_ " Kazran growled, turning to scowl at her, "How do I choose which day?"

"Kazran, I'm sorry. Truly, I am. I never thought- I never…" Audrey trailed off, clearing her throat, "But you know what? She's got more time left than I do. More than anyone on this ship."

"Good."

Audrey sighed, "Rory, Amy, widen the beam."

Kazran stared in shock as his surroundings changed. Audrey still stood in front of him, the policewoman and the Roman soldier standing at her sides. All around them, crew members were darting around the room and yelling out commands. Over that, he could hear the singing from before. This must be the crashing ship.

"How did I get here?" Kazran demanded angrily. Was this their plan? Beam him up to the crashing ship so that he was forced to save it?

"You didn't," The policewoman informed him, "It's your turn to be the hologram. Since you're going to let a lot of people die, I thought you might like to see where it's all going to happen."

"The singing. What is it? I don't understand."

A screen displayed the people from before, this time in the seating area of the ship, as they sung their Christmas songs. He could see children mumbling along with the words as they clung to their mother's sides.

"It's the Doctor's idea. The harmonies resonate in the ice crystals, that's why the fish like it. He thought maybe it would stabilize the ship. But it isn't working. It's not powerful enough," The Roman answered him.

Kazran frowned, "Why are they still singing, then?"

"Would you be able to tell them?" Audrey spoke up, walking around the room so she stood directly in front of Kazran, "Would you be able to look into someone's face and tell them there was nothing to do to save their children? To save their sisters or brothers?"

Then, another woman approached him, this one wearing a captain's uniform.

"I understand you have a machine that controls this cloud layer. If you can release us from it, we still have time to make a landing. Nobody has to die."

"Everybody has to die," Kazran responded.

Audrey shook her head, "Not tonight."

"Tonight's as good as any other. How do you choose?" Kazran asked, repeating his question. However, it seemed like Audrey's patience had run out because she let out a low growl and stormed over to him. Kazran leaned back, but Audrey moved so that she was an inch from his face and when she spoke, her voice was frighteningly low.

"You don't choose, Kazran Sardick. Nobody is supposed to have the power to choose when people do or do not die," She snarled, "Your job, as a goddamn _person,_ is to do whatever is within your power to help others, to make them _happy,_ and you hope for the best."

Audrey stayed close for a moment longer, her narrowed eyes lingering on his face before she moved back to help the Captain with something. Kazran stared after her, shocked at her harshness. In all the times he had met the woman, she had never been anything less than compassionate and happy. However, he didn't miss the double meaning behind her words either. It was clear that she was not happy about what he had chosen to do about Abigail's illness.

"Are you hearing this?" The policewoman spoke into a communicator and the Doctor's voice answered her.

"I can hear."

"He's here? Where is he? Doctor?" Kazran called, looking around them, before his hologram disappeared and he was taken back to the cryovault.

All Audrey could do was look back at the place where he had stood, a disappointed look on her face.

"We have five minutes max. We need to land!" The pilot cried out as the ship gave a massive shudder. Audrey and Rory shared a look over the pilot's head, both of them not knowing what to do or what to tell the woman to offer her some form of comfort. Audrey felt a hand grab onto hers and she looked over to see Amy, staring pointedly ahead at the controls. Understanding that her friend was scared, Audrey squeezed her hand back.

"Hello? Hello?" The Doctor's voice called as his face popped up on the screen, "Ah, hello, everyone. Prepare to lock on to my signal."

"Doctor, what's happening?" Amy questioned, a smile making its way onto her face when she realized there was still time for him to work something out.

"I just saved Christmas. Don't go away!"

When his image disappeared from the screen, Amy and Audrey began to worry again.

"Doctor!" Audrey called, hoping he could still hear them but the screen remained static.

"We can't hold this. Time's up. We're going down," The Captain shouted.

"He'll be here, I promise," Audrey assured her, putting a hand on the woman's shoulder. The captain rolled her eyes and shrugged away from Audrey, not believing her. Audrey closed her eyes.

 _Come on, Doctor_ , she thought to herself, _come on_.

"Captain, I've got-" The pilot stared down at his controls in confusion, "I don't know what I've got."

On the ground, Abigail stood in the middle of the village as she sang into the Doctor's sonic screwdriver. The Doctor was buzzing around her, filled with nervous energy, while he was fixing wires here and there and explaining to younger Kazran what he was doing.

"Well, the singing resonates in the crystals. It's feeding back and forth between the two halves of the screwdriver. Now, one song, filling the sky. The crystals will align and I'll feed in a controlled phase loop, and the clouds will unlock."

"What does that mean?" Young Kazran asked, "What happens when a cloud unlocks?"

"Something that hasn't happened in this town for a very long time now."

All four of them looked up at the sky in amazement as small flurries of snow began to fall around them. Older Kazran had a smile, a real and genuine smile, across his face and his younger self looked just as pleased. The Doctor smiled proudly at Abigail before looking up at the sky.

 _I'm bringing you home now, Audrey._

Meanwhile, on the ship, the crew was staring at the controls in amazement. The ship has returned to its normal flying and they could land the ship safely.

Amy hugged Rory tightly. Then she leaned her head against his, looking over at a smiling Audrey and sighing in relief.

"Oh, he did it. The Doctor did it."

"Of course, he did, Pond. Did you ever doubt him?" Audrey asked. Amy gave her a look, making Audrey laugh, "It's okay. I did there too for a moment."

"Yeah, he gets all the credit," Rory rolled his eyes, before rethinking his statement when Amy turned to him, "Which is actually fair enough, if you think about it."

The happy couple shared a kiss, which made Audrey smile happily. It looked like none of them were going to be alone for Christmas, not even Kazran Sardick.

The Ponds found the Doctor a little while later as he was rubbing noses with a small snowman.

"You know, that could almost be mistaken for a real person. The snowman isn't bad, either," Amy called to him teasingly.

"Ah, yes, you two. About time. Why are you dressed like that?" The Doctor asked, looking at Amy and Rory's choice of costume.

"Er, kind of lost our luggage. Kind of crash landed?" Rory offered, looking awkward.

"Yeah, but why are you dressed like that at all?"

Amy looked back to the snowman and tried to change the subject, "Yeah, they really love their snowmen around here, don't they? I've counted about twenty."

The Doctor grinned at his creation, "Yeah, I've been busy."

"Yeah. Yeah, you have," Amy muttered, wrapping her arms around the Doctor's neck, "Thank you."

The Doctor pulled away from her and looked around, "It's quiet. Where's Audrey?"

Suddenly, something hit him in the back of the head and he could feel cold water dripping down the back of his shirt. He quickly turned around with his still broken screwdriver in hand, pointed at the culprit, who turned out to be Audrey.

Audrey scoffed, "Oh, come on. What're you going to do with that? Build a shelf at me?"

The Doctor smiled at her as Audrey bounded up to him, brushing the snow from his hair with a small laugh.

"Sorry. Saw the snow then I saw you, and, well, I couldn't resist," She admitted. The Doctor only laughed and swept her off her feet and into a big hug. Audrey squealed in surprise, hitting his arms to make him put her down. He set her back on her feet but didn't let go.

"I'm glad you're okay," He said in her ear.

She pulled back far enough to look at him and said, "Well, thanks for saving me, Alienboy."

The Doctor continued to stare at her, glancing down at her lips for a split second before leaning closer. Audrey cleared her throat awkwardly and turned her head away from him.

"All right now, let me go. Come on. It's freezing out here."

The Doctor cleared his throat too, "Right. Come on, then. Let's go."

The Ponds joined them again, seeming oblivious to the tension, while Audrey's mind was racing. Had he been about to kiss her? Oh god, that was not right, not at all. He was her friend, they were friends. Right?

"Got any more honeymoon ideas?" Rory wondered as they walked back to the TARDIS.

"Well, there's a moon that's made of actual honey. Well, not actual honey, and it's not actually a moon, and technically it's alive, and a bit carnivorous, but there are some lovely views."

Rory made his way into the TARDIS, grumbling about the Doctor's idea, while the other three paused outside the doors.

"Are you- are you okay?" Amy asked, making the two of them look back at her.

"Of course we're okay. You?" The Doctor said.

"Of course," Amy answered, looking sad, "It'll be their last day together, won't it?"

Audrey looked at the Doctor, hopefully, thinking he might have found some brilliant, last-minute idea to save Abigail, but he nodded. She looked down at the ground and felt the Doctor grab her hand. She wanted to pull away, still reeling about that almost kiss, but she didn't. She was sure he needed the comfort just as much as she did.

"Everything has got to end sometime, otherwise nothing would ever get started," The Doctor reasoned, squeezing her hand. Then, the TARDIS doors opened and a confused Rory popped his head out.

"Your phone was ringing," Rory informed them, "Someone called Marilyn. Actually sounds like _the_ Marilyn."

The Doctor looked nervous, "Tell her I'll phone her back. And that was never a real chapel."

He turned to Audrey, one of her eyebrows raised, and mistook her amusement for something else, hurriedly trying to convince her.

"I swear, it wasn't!"

Audrey shook her head laughing along with Amy as Rory headed back inside. Their laughter died down and it was quiet for a moment until Amy spoke up again.

"Where are they? Kazran and Abigail."

"Off on a little trip, I should think," The Doctor replied, a small smile playing on his face. Audrey and the Doctor looked up at the sky, knowingly, while Amy followed their gaze.

"Where?"

"Christmas," Audrey told her simply.

"Christmas?" Amy repeated, before shaking her head and joining Rory in the TARDIS. The Doctor and Audrey lingered at the door just a bit longer, looking up at the sky in search of the friends they had made.

"Yeah, Christmas," The Doctor mused, "Halfway out of the dark."

* * *

It was a small miracle that Audrey didn't get pulled away just after everything was resolved. It looked like she was going to get that sleep that she so desperately needed.

When they got back to the TARDIS, the Doctor led Audrey to a room with a wooden door, which stood out from all the other metal doors that lined the hallway.

"The TARDIS makes sure that your room is on the same time you are," The Doctor explained to her, "No matter how far or early you are in my time line, this room will be exactly as you left it the last time."

Audrey had been excited to have something that she could call hers in this new life. Even the clothes she wore had been found in the depths of the TARDIS wardrobe. But this room was solely for her. And when she opened it, she could see why.

The room was an exact copy of the one in the apartment she had shared with Reed. Somewhere behind her the Doctor was explaining the science of it, how the TARDIS had recreated the room from the memories of it in Audrey's mind, and wasn't that brilliant, but she wasn't really listening. Everything about the room seemed to be just as she remembered. From the pictures of her and her family to the endless stacks of university notes piled on her desk.

"It's amazing," She whispered, turning to the Doctor, "The room, it's beautiful. Thank you."

He grinned happily, "You're welcome."

Audrey tried her hardest to keep her attention focused on him, but her eyes kept drifting to a point behind him. The nightstand. The drawer. They looked the same, but how far did the similarity go? As badly as she wanted to find out, she knew that she couldn't while the Doctor was here. She wanted to keep that part of her life as far away from him as possible.

"I'll just- er," The Doctor stumbled over his words, motioning to the door, "I'll let you rest."

"Good night, Alienboy," Audrey said. He returned the sentiment, smiling at the use of the nickname, and then left.

Audrey took a hesitant step towards the nightstand. Did she really want to do this? She was doing so good. Being with the Doctor and her other new friends was helping her. Did she really want to throw all of that away for such a small habit? All her progress would be wiped away and the self-hatred would return.

 _You deserve it. You brought this on yourself._

Audrey opened the drawer and looked inside. The familiar sight of the glass box with the half-hidden contents greeted her once again. Audrey slammed the drawer shut, not sure why she was disappointed.


	14. The Unquiet Dead - Part 1

Hello again! I just finished watching the christmas special and absolutely loved it so I couldn't help but post another chapter. I stockpiled a couple of them before I ever published the story so I'm far ahead enough. Also, this episode is only going to be two chapters and I wanted to be on schedule for one half to be on Monday and the other half to be on Friday. So, I hope you enjoy this extra chapter, I'd love to know what you think of it in the comments. Speaking of comments...

 **Rose:** I'd be excited to hear your theories! I can't promise I'd confirm or deny them buuut I'd love to hear them. Thank you for your kind words, I really appreciate them. And I hope you enjoy the chapter!

* * *

Audrey slept well into the next day, which she supposed was a testament to how exhausted she was. Not that she could tell what time of day it was, given the fact that there were no windows in her room. It was disorienting to wake up in a completely dark room, even when it felt like morning.

"Oh, for God's sake, Doctor. Give it a rest," An annoyed Scottish voice called from outside the hall. Another voice replied to it, but it was too hushed for Audrey to hear through the door. She blinked slowly, trying to reach out for a light somewhere.

She managed to feel around for a lamp on the nightstand, which gave her enough light to make it to the light switch across the room. Now that she was standing. Audrey could feel the grogginess that could only come from sleeping far longer than one should.

Last night, Audrey had discovered that she had her own closet. Clearly, it wasn't as big as that one, but it was overflowing with clothes. The pajamas she had found in the back of it were the comfiest pair she had ever owned, and she found herself standing in front of the closet once again this morning.

It was hard to decide on just one thing when she could find so many, but she decided on a gray long-sleeved shirt and a plain pair of black jeans, before making her way to the bathroom. She didn't want to risk being transported away while in the bath, so she settled for taking a quick, but wonderful, shower.

"You're the best," Audrey said, laying a hand on the wall of the TARDIS. A low hum was her answer. After all the running and adventures, she had had over the last few days, a good night's rest and a nice shower were the perfect solution. Plus, everything in the TARDIS made her feel like she was being pampered in a hotel.

She took her time drying her hair and finding shoes before making her way out of the room. It was nice to be alone for a little while and work through a morning routine that seemed so familiar to her. She had time to do normal things like her makeup or observe her outfit in the mirror. The shirt she picked out was cute but didn't provide her with much warmth. As she was walking to the door, Audrey caught sight of a coat hanging on the coat rack. It was decorated in swirling patterns of bright colors. It was a bit loud and not at all Audrey's style, but when Audrey shrugged it on, the inside was soft and warm.

"Thanks, dear," Audrey called, patting the TARDIS once more before leaving.

Audrey found the Doctor and the Ponds in the kitchen with a bit of guided direction from the TARDIS. Amy was sitting at the table with her feet in Rory's lap, while the Doctor stood over the stove. There was think smoke rising from a pan of something that Audrey couldn't see.

"Good morning!" The Doctor exclaimed when he saw her.

"Morning," She responded, looking down at the 'Kiss the Cook' apron he was wearing, "Nice outfit."

"Come, come. I'm making your favorite," The Doctor told her happily as he pulled her over to the stove with him. Audrey saw that the thing that had been smoking was a grilled cheese sitting in the middle of the pan, surprisingly not burnt. She didn't bother asking how he knew what her favorite food was, figuring that that was one of the least surprising things that had happened.

"Mm. I'm starving," Audrey commented. The Doctor grinned before shooing her away, so he could continue. "Do you have any-"

"Lemonade is in the fridge," The Doctor told her, pointing over his shoulder with the spatula.

"Great," Audrey said. She pulled the pitcher of it out and grabbed four glasses from the cabinet. She filled them up, handing two to the Ponds who thanked her.

"Blimey, is it loud in here or is it just your coat?" The Doctor asked when he got a good look at her choice of dress. Audrey looked down at her coat and then back to him with a raised eyebrow.

"Really, Bowtie Boy?"

"Hey! Bowties are cool," The Doctor defended. Somehow, he managed to fix his bowtie with one hand and flip the grilled cheese with his other. It was clear that he hadn't expected it to go as smoothly as it had because he grinned and gave a silent cheer afterwards.

Audrey shook her head in an oddly fond manner before pouring two more glasses of lemonade for them. The Doctor finished up the sandwich and handed it to Audrey on a plate, before bringing a giant bowl and two spoons to the table. He sat down next to Amy who moved a plate of what looked like fish sticks between them.

"This isn't too bad, Alienboy," Audrey nodded as she took another bite of her sandwich. The Doctor dipped the fish stick into the bowl, making Audrey look at him strangely. "What on Earth is that?"

"Fish fingers and custard," Amy answered, eating one too. She held one out to Audrey who shook her head.

"Don't knock it till you try it," The Doctor told her. Audrey turned to Rory who had been quiet this whole time.

"Do they always do that?" She asked him, and he rolled his eyes in a manner that she assumed meant 'don't even get me started' which of course only made her laugh more.

"So where are we going today, Doctor?" Audrey asked. He appeared to think for a moment before Amy cut in.

"Maybe you can finally get us to Rio," Amy said, and Audrey hummed in agreement. Rio'd be nice. That would be a nice break from the aliens and the running.

"Why'd you want to go to Rio so badly? What's so great about Rio? I'll tell you what, nothing fun ever happens in Rio," The Doctor told her a matter-of-factly.

"A nice break then," Rory responded, making the girls laugh. Amy was the first one to notice the white light coming from Audrey, even before the girl herself.

"Oh, come on," Amy groaned, "You didn't even get to finish your lunch."

Audrey was about to ask her what she meant before she felt the headache hit her. She tried to smile at the redhead through the pain, but it came out as more of a grimace.

"At least I got some sleep," Audrey pointed out, squeezing the sides of her head.

"Have fun," The Doctor told her, knowingly.

"Do you know where I'm going?"

"I have an idea," The Doctor responded, "Plus, that coat is hard to forget."

"Oh, shut up," Audrey laughed, just before she was taken back to another point in time.

* * *

It was snowing when Audrey appeared, making her glad she had chosen to keep her coat on. She stumbled on the uneven pathway and fell to the ground. Luckily, she didn't fall into the street, but onto the pavement. Underneath her she could feel the snow soaking through her coat and pants.

Suddenly, someone put a hand on her shoulder, making her jerk away quickly.

"Hey, dude. Hands off," She snapped, turning to look at the stranger. He was a tall man with short brown hair and rather large ears that somehow seemed to work for him. He wore a jumper and leather jacket combination that didn't look like it was warm enough for such weather. The man rolled his eyes and ignored her protests as he hauled her up by the arms.

As soon as she was on her feet, she shoved him away from herself and looked around. The street was well-light, making the snow on the ground glint with the light of the streetlamps. Not many people were walking around which Audrey found slightly odd. All the stores that lined the streets seemed to be shut and had their lights turned out. A horse-drawn coach hurried by her on the street and Audrey raised her eyebrows.

"Right, this is different," Audrey said to herself. She looked around, hoping to catch sight of someone familiar. She knew that she wouldn't have been dragged here if the Doctor wasn't here, "The idiot must be around here somewhere."

A few feet away a young woman with blonde hair and a kind face was staring at Audrey. Audrey approached the younger woman with a friendly smile.

"Hello!" She greeted cheerily, internally hoping that she wasn't speaking in some sort of way that would be offensive to a woman of this time period, "Have you seen a man around here, probably wearing a brown suit? Or he might look like a giraffe in a bow tie?"

The woman looked confused and was about to speak when another voice interrupted her.

"I wear a bow tie in the future? What do I do that for?"

Audrey turned around to see the man that had helped her up. He looked nothing like the two other Doctors that Audrey had met so far, but she supposed that if he was younger regeneration, he wouldn't have the same face anyways.

Audrey eyed him skeptically, "Doctor?"

The man rolled his eyes again, giving her an odd sort of smile, "Obviously."

"Ooo!" Audrey hummed, moving closer to get a better look at him, "I've never met this version of you."

"Got that impression, yeah."

"Oh, great," Audrey said grimly, "He's a smartass."

"Doctor, did she just do that jumping thing?" The woman asked him, looking back and forth between the two of them. Audrey realized that this girl must be one of the companions that this Doctor travels with.

"Oh, sorry, didn't notice you were w _ith him,_ with him," She told the girl, extending her hand, "Hi, I'm Audrey."

The girl took her hand but frowned at Audrey, "Yeah, I know, I've met ya before."

"Course you have. Lovely."

"This is Rose Tyler," The Doctor introduced, "She travels with us now. Has been for a couple days."

 _Rose._

Audrey remembered that name, but it took her a moment to remember where from. Rose, that was the name of Phoebe's favorite flower. Rose, that was the name of a hamster Audrey had when she was nine. None of those were the right answer, though. Rose. Rose. Rose. Where had she heard that name before.

 _But your heart grows cold. The north wind blows and carries down the distant…Rose._

Then, it hit her. The witch they had stopped with Shakespeare, Lilith, had used the name Rose, saying that it had power over the Doctor. She remembered the look in his eyes afterwards, the heartbroken look that she had wanted to fix.

Rose couldn't be more than twenty and when you took away the period-like dress, she looked like any other university student that Audrey would've known back home. Her super senses were telling her that she could trust the girl and Audrey had never doubted them before, but if the girl was so trustworthy, then what was she going to do that would make the future Doctor so distraught at the mere mention of her name?

Audrey shook herself out of her thoughts and plastered a wide smile onto her face, "Nice to meet ya, Rose Tyler."

"Right, then," The Doctor said, grabbing Audrey's hand and continuing down the street excitedly. Rose caught on before she was left behind and the three of them started down the street.

"So! Where are we?" Audrey asked, glancing around the street. She could tell it was somewhere in the 1800s, just from Rose's dress and from the coaches that raced down the streets, but the rest was up for a guess.

"Cardiff, 1869," The Doctor answered.

"We _were_ aiming for Naples," Rose said, leaning around the Doctor to speak to Audrey.

"I got us somewhere, didn't I?" The Doctor objected, "Still pretty amazing."

"Still the wrong place. And the wrong year," Rose teased. Not one to miss an opportunity to tease the Doctor, Audrey joined in.

"That pretty much sums up your life, huh? Being in the wrong place at the wrong time?" Audrey laughed, bumping her hip with the Doctor's. He opened his mouth, most likely to make a sassy retort, when a series of screams rang out.

"That's more like it!" The Doctor grinned, grabbing ahold of each girl's hand and rushing down the street. At the familiar feeling of the adrenaline creeping into her bloodstream, Audrey felt her own grin stretch across her face.

The screams led them to a theatre building that had whole crowds of people running out the doors. Managing to move past the fleeing crowd and into the building, the three of them got a good look at what those people had been running _from._

An old woman dressed in a simple black gown was standing in the middle of a (now) empty row of seats, but that wasn't the odd part. Blue mist was escaping from the woman's mouth and soaring into the air around her. Rose and Audrey were frozen in the doorway in shock, but not the Doctor.

"Fantastic!" The Doctor cheered as he moved to the stage. A man stood on top of the stage, looking annoyed as his audience left, "Did you see where it came from?"

"Ah, the wag reveals himself, does he? I trust you're satisfied, sir!" The man sneered.

The old woman collapsed back onto the seats. Two people appeared from the side of the theatre, hurriedly moving to collect the woman and get out.

"Oi! Leave her alone!" Rose protested, moving after them, "Doctor, Audrey, I'll get them!"

Rose rushed through the doors without another word, but Audrey had a bad feeling. Rose was so young and who knows who those people were? Plus, the Doctor had said Rose had only been traveling with him for a couple of days, so she couldn't possibly be use to the danger yet. Hell, Audrey had been here for a week and she _still_ wasn't quite used to it.

"I'm going after Rose, Doctor," Audrey shouted.

The Doctor pointed at her, "Be safe!"

"Yeah, yeah."

Audrey hurried out of the building, hoping the girl hadn't gotten too far away. Audrey stood on the highest step of the theatre, trying to see over the heads of the people rushing about. One girl in all this? How was Audrey supposed to find her?

On the other side of the street, she caught sight of a bright head of blonde hair and with a closer look, she could see that it was Rose. She had caught up to the two people and they looked to be arguing beside a hearse. Audrey rushed towards them, calling out for Rose as she did. Rose turned to look at her, opening her mouth to call back to Audrey, but a white cloth was forced over her face by the man they had seen carrying the woman out of the theatre.

"No! Rose!" Audrey yelled, pushing past the crowds of people. She was jostled by the others who were running down the street and she lost sight of Rose for a moment. When she found her again, she was being lifted into the hearse and the two-people locked her in, "You let her go!"

The two people had already gotten into the hearse by the time she reached them, and they were riding away.

"Damn it!" Audrey shouted, running back to the theatre. Stupid, stupid, stupid. She should've been faster; she shouldn't have let Rose go out on her own in the first place. She didn't even know that girl, but she wouldn't be able to live with herself if she knew that Rose had died on her watch. Audrey bumped into the Doctor on the steps of the theatre.

"Audrey!"

"Doctor! They've taken Rose."

"Who?"

Audrey pointed down the street where the hearse was riding away. The Doctor looked around the street, trying to find some sort of way to follow the hearse.

"You're not escaping me, sir. What do you know about that hobgoblin, hmm? Projection on glass, I suppose. Who put you up to it?" The man from the stage questioned relentlessly. Neither the Doctor nor Audrey was listening, though.

"Yeah, mate. Not now thanks," The Doctor said, spotting a parked carriage. He and Audrey pulled themselves into the coach, ignoring the protests of the man behind them, "Oi, you! Follow that hearse!"

"I can't do that, sir," The driver responded.

"Why not?"

"I'll tell you why not. I'll give you a very good reason why not. Because this is my coach," The man from the stage told them.

Audrey rolled her eyes, "Then get in or move out of the way."

Not waiting for an answer, the man was hauled into the carriage by the two of them and the door slammed shut behind them. It was a bit of a tight squeeze, the three of them in the carriage, but they managed it. Audrey, on the other hand, felt very squashed between the two men who were a considerable amount larger than her in both height and size.

With a crack of a whip, the carriage was racing down the street and after the hearse that had taken Rose. The Doctor and Audrey were both shouting at him to go faster. God knows how they would find her if they managed to lose that hearse.

"Everything in order, Mister Dickens?" The driver called back.

Audrey was taken aback, "Dickens?"

"Let me say this first. I'm not without a sense of humor," Dickens started.

"Dickens?" The Doctor repeated, sounding just as surprised as Audrey had been.

"Yes," Dickens answered, seeming confused and still a little bit irritated.

"Charles Dickens?" Audrey clarified.

"Yes."

" _The_ Charles Dickens?"

"Yes."

"Charles Dickens? You're brilliant, you are. Completely one hundred percent brilliant," The Doctor exclaimed, "I've read them all. Great Expectations, Oliver Twist and what's the other one, the one with the ghost?"

"A Christmas Carol?" Dickens supplied.

The Doctor shook his head, "No, no, no. the one with the trains."

"The Signal Man!" Audrey cried, hitting the Doctor's arm out of excitement, "I love that one. Best short story ever written."

"Absolutely terrifying," The Doctor agreed.

Audrey turned to Dickens, "Truly an honor to meet you."

"Do you want me to get rid of them, sir?" The driver asked from up front. Dickens was beaming, glowing from the praise, and he shook his head at the driver.

"No, I think they can stay."

"Honestly, Charles. Can I call you Charles? I'm such a big fan," The Doctor gushed. Dickens' smile dropped off his face and he became confused. Audrey almost hit herself in the face. Really? All other times he's full of historical knowledge and in the face of Charles Dickens he's so amazed that he forgets all that and uses words like 'fan'? What an adorable idiot.

"A what? A big what?"

"Fan. Number one fan, that's me."

"Not exactly local slang, Doctor," Audrey pointed out. The Doctor seemed to realize his mistake, but Dickens was still stuck on the words.

"How exactly are you a fan? In what way do you resemble a means of keeping oneself cool?" Dickens questioned.

"No, it means fanatic, devoted to," The Doctor tried to explain, "Mind you, I've got to say, that American bit in Martin Chuzzlewit, what's that about? Was that just padding or what? I mean, it's rubbish, that bit."

"I thought you said you were my fan?"

"Ah, well, if you can't take criticism. Go on, do the death of Little Nell, it cracks me up," The Doctor's grin dropped of his face as he remembered the situation they were in and causing Audrey to remember as well, "No, sorry, forget about that. Come on, faster!"

"Who exactly is in that hearse?" Dickens asked looking to Audrey. She didn't really have much of an explanation on who Rose was since she didn't know her that well, so she shrugged.

"Well, I don't really know her, but she's just a kid. I'm not letting her get hurt."

"She's our friend," The Doctor informed Dickens, "She's only nineteen. It's my fault. She's in my care, and now she's in danger."

Audrey took his hand in hers and squeezed it in a show of support. If Rose was in his care, she was in Audrey's care as well. She didn't want the Doctor to feel as if this was his fault.

"Why are we wasting my time talking about dry old books?" Dickens asked incredulously, "This is much more important. Driver, be swift! The chase is on!"

* * *

A young girl in a servant's dress opened the door when they knocked. She looked surprised to see Audrey standing there, obviously having recognized her from the street. The girl's eyes swept over the Doctor and Dickens as well, before she bowed her head.

"I'm sorry, sir," She apologized, trying to close the door.

"Nonsense. Since when did an Undertaker keep office hours? The dead don't die on schedule. I demand to see your master," Dickens told her firmly.

"He's not in, sir."

Dickens slammed his hand on the door to prevent it from closing in an act of aggression that Audrey honestly did not expect from the man. It seemed the girl wasn't expecting it either because she jumped back in fright.

"Don't lie to me, child. Summon him at once."

"I'm awfully sorry, Mister Dickens, but the master's indisposed."

From behind her, a gas lamp on the wall flared wildly and there were odd noises coming from inside the house.

"Having trouble with your gas?" The Doctor asked.

At the sound of faint voices, Dickens leaned further into the house, "What in Shakespeare is going on?"

The Doctor pushed past the girl and made his way into the house. He didn't start searching for Rose like Audrey thought he would, instead he pressed an ear to the wall underneath the gas lamp and frowned.

"What is it, Doctor?" Audrey asked, moving to follow him.

"You're not allowed inside, sir, ma'am. Either of you, my master won't have it."

"There's something in the walls," The Doctor told her, "The gas pipes. Something's living inside the gas."

All thoughts about creatures in the walls and gas were wiped away when they heard Rose shouting for help. Her voice was muffled, but she couldn't be far. Audrey and the Doctor took off down the hall, Dickens rushing to follow them.

"How dare you, sir. This is my house!" The old man from the theatre cried in outrage as they ran down the hall. All three of them ignored him as they continued to search for Rose. Her voice led them to a door a few hallways down.

"Don't worry, Rose. We'll get you out," Audrey shouted. The Doctor ushered her away from the door as the Doctor kicked the door in. In the room two walking corpses had a hold of Rose's arms and were pulling her deeper into the room.

"I think this is my dance," The Doctor said, tugging Rose out of their grip and shielding her between him and Audrey.

"It's a prank. It must be," Dickens muttered behind them, mesmerized by the sight in front of them, but not willing to accept it.

Audrey groaned, "No, no! You're too clever to be this ignorant, Dickens."

"We're under some mesmeric influence," Dickens suggested.

"No, we're not. The dead are walking," The Doctor told him, before turning to Rose, "Hi."

"Hi. Who's your friend?" She asked the two of them.

"Charles Dickens."

Rose blinked slowly, "Okay."

"My name's the Doctor. Who are you, then? What do you want?" The Doctor questioned, aiming his questions towards the walking corpses in front of them. Audrey was surprised they weren't making more of a move to attack, only standing there staring at them.

 _Well_ , she thought, _they seem to be the more docile of the enemies we've come across._

"Failing," One of the corpses spoke, but with many voices at once, "Open the rift. We're dying. Trapped in this form. Cannot sustain. Help us!"

The blue gas they had seen leaving the woman in theatre now escaped both of their mouths, flying through the air until they reach the gas lamps on the wall and disappeared. Suddenly, both corpses collapsed, no longer animated by the creature, and the group of them were left staring in the doorway.

"Well," Audrey said, breaking the silence, "Anyone up for a cup of tea?"

* * *

"Oh, Doctor," Audrey said, her tone laced with amusement, "I love her."

Audrey sat in an armchair by the fire watching as Rose Tyler had a go at Mr. Sneed for kidnapping her. When Audrey had suggested tea, they had all gathered in the living area of the house, but it hadn't been more than a moment before Rose had exploded. It had been going on for quite some time now, but Audrey was still just as amused by it.

The Doctor was also watching on with a grin. At first, he hadn't been so sure about Rose when a future Audrey had practically begged him to let the girl travel with them, but he was so glad he had agreed. Rose didn't only have a brilliant mind, she was also a spitfire of a girl, which surely made it funny in instances like these.

"First of all, you drug me," Rose shouted, running through the whole thing again, "Then you kidnap me, and don't you think I didn't feel your hands having a quick wander, you dirty old man."

"I won't be spoken to like this!" Mr. Sneed cried in outrage, though there was a hint of shame too. Audrey could see the redness covering his cheeks and she knew there had to be some truth to what Rose had said. Suddenly, Rose yelling at him was even funnier. He deserved to be humiliated, the bastard.

Rose ignored him and continued, "Then you stuck me in a room full of zombies! And if that ain't enough, you swan off and leave me to die! So, come on, talk!"

"It's not my fault. It's this house!" Sneed exploded, gaining everyone's attention, "It always had a reputation. Haunted. But I never had much bother until a few months back, and then the stiffs…er, the dear departed started getting restless."

"Tommyrot," Dickens scoffed.

"You witnessed it. Can't keep the beggars down, sir. They walk. And it's the queerest thing, but they hang onto scraps."

"Two sugars, sir, just how you like it," Gwyneth said, setting down a cup on the mantle next to the Doctor. Then she handed one to Audrey, "Here you are, ma'am. Coffee, black."

Both of them took the cups graciously, but shared a look as she passed. Neither of them could remember telling her the way they liked their drinks. They didn't have much time to question her, though, as Mr. Sneed continued in his explanation of the ghosts.

"One old fellow who used to be a sexton almost walked into his own memorial service," Sneed told them, "Just like the old lady going to your performance, sir, just as she planned."

"Morbid fancy," Dickens said, getting up from the table.

"Oh, come on. You saw them, just as we all did. I didn't expect someone of your intellect to be so remarkably thick!" Audrey said, making Dickens reel back in surprise. She raised a challenging eyebrow at him and he stood up straighter.

"I saw nothing but an illusion."

"If you're going to deny it, don't waste our time. Just shut up," The Doctor told him, "Now, what about the gas?"

"That's new, sir. Never seen anything like that," said Sneed.

"Means it's getting stronger, the rift's getting wider and something sneaking through."

Audrey turned to the Doctor, "And this rift, what is it?"

"A weak point in time and space. A connection between this place and another. That' the cause of ghost stories, most of the time," The Doctor explained. Great. First aliens, then the walking dead, and now ghosts. Audrey's life really was turning into some three-star horror film.

"That's how I got the house so cheap," Sneed realized, "Stories going back generations."

Dickens seemed to be fed up with what he called nonsense because he got up and slammed the door on his way out. Somewhere in her mind Audrey felt disappointed. A man that she had admired for many years, written dozens of essays on the brilliancy of his work, and praised for his intellect, couldn't even accept facts that were directly in front of his face. It was short lived, though. If Dickens couldn't handle it, then so be it. They would solve the mystery without him.

"Echoes in the dark, queer songs in the air, and this feeling like a shadow passing over your soul. Mind you, truth be told, it's been good for business," Sneed remarked, "Just what people expect from a gloomy old trade like mine."

Audrey felt a tap on her shoulder and looked up to see the Doctor nodding his head to the door where Dickens had exited. She shook her head and he shrugged, before walking out on his own.

Instead, Audrey joined Gwyneth and Rose in the pantry.

Gwyneth lit the gas lamp in the corner of the room as Rose set to work washing the dishes, handing them to Audrey to dry. They were about to start when Gwyneth came up behind them with a small gasp.

"Please, you shouldn't be helping. It's not right," Gwyneth told them, moving to take the dishes out of their hands.

"Don't be daft. Sneed works you to death," Rose said, but Gwyneth was insistent. The blonde reluctantly handed over the tea cup she had been holding while Audrey set the towel in Gwyneth's waiting hand, "How much do you get paid?"

"Eight pound a year, miss," Gwyneth answered simply. Rose's eyes widened, and she leaned forward.

"How much?"

Gwyneth nodded, "I know. I would've been happy with six."

Rose sent her an incredulous look and Audrey shrugged, "Different times," She reminded Rose in a quiet voice when Gwyneth turned her back to them.

"So, did you go to school or what?"

"Of course, I did. What do you think I am, an urchin? I went every Sunday, nice and proper."

"What, once a week?"

"We did sums and everything," Gwyneth told them, "To be honest, I hated every second."

"Me too," Rose and Audrey said at the same time. All three girls shared a look before giggling to themselves like schoolchildren. Gwyneth paused, looking into the hallway, before leaning closer to the two of them.

"Don't tell anyone, but one week, I didn't go and ran on the heath all on my own," Gwyneth whispered before covering her mouth with a laugh.

Rose nodded, "I did plenty of that. I used to go down the shops with my mate Shareen. We used to go and look at boys."

Suddenly, Gwyneth sobered up and turned back to the dishes.

"Well, I don't know much about that, miss."

"Oh, come on," Audrey encouraged, nudging Gwyneth with her hip, "We're not going to tell anyone. There has to be someone."

"I don't think so, miss," Gwyneth denied, trying to appear busy with the chores. When it went quiet after a moment, she looked over and saw them both giving her a knowing look. A smile worked its way onto Gwyneth's face. It wasn't often she got to talk with another woman, much less two, who were interested in her life. Everyone always saw her as the servant of mean old Mister Sneed, and figured she didn't have anything worth talking about to share.

"I suppose there is this one lad. The butcher's boy. He comes by every Tuesday. Such a lovely smile on him," Gwyneth gushed. Rose and Audrey looked thrilled to know that they had been right.

"I like a nice smile. Good smile, nice bum," Rose commented, and Audrey hummed in approval. Gwyneth reeled back in surprise, her eyes going wide.

"Well, I have never heard the like," She gasped.

"Have you at least talked to him?" Audrey questioned, "Offered him a cup of tea or whatever it is you British people do for fun."

"You should," Rose agreed, "Just ask him out."

"I swear it is the strangest thing, miss. You've got all the clothes and the breeding," Gwyneth told Rose, then turned to Audrey, "And you, miss, with your clothes so…revealing. You talk like some sort of wild things, the both of you."

"Maybe we are. Maybe that's a good thing," Rose suggested. "You need a bit more in your life than Mister Sneed."

"Oh, now that's not fair. He's not so bad, old Sneed. He was very kind to me to take me in because I lost my mum and dad to the flu when I was twelve."

"Oh, I'm sorry."

Gwyneth smiled kindly, "Thank you, miss. But I'll be with them again, one day, sitting with them in paradise. I shall be so blessed. They're waiting for me. Maybe your dad's up there waiting for you too, miss."

"Maybe," Rose thought for a moment, "Er, who told you he was dead?"

Gwyneth busied herself with the dishes, "I don't know. Must've been the Doctor."

"My father died years back," Rose said, and Gwyneth gave her a knowing look.

"But you've been thinking about him lately more than ever."

"How do you know all this, Gwyneth?" Audrey asked, feigning curiosity even though she knew it couldn't have been the Doctor who told her of Rose's father. In fact, Audrey knew it couldn't have been anyone at all. The cup of coffee was called back to the forefront of Audrey's mind. She knew something wasn't right, and this was it.

"Mister Sneed says I think too much. I'm all alone down here. I bet you've got dozens of servants, haven't you, miss?"

Audrey shook her head, "Nobody's got servants where we're from."

"And you've come such a long way," Gwyneth said suddenly, "More than anyone, miss. Traveling the stars…guarding time."

"What makes you say that?" Rose asked.

"You're from London. I've seen London in drawings, but never like that," Gwyneth told her. She was looking at Rose, but not really seeing her. It was almost as if she was looking into Rose's thoughts with the way she spoke, "All those people rushing about half naked, for shame. And the noise, and the metal boxes racing past, and the birds in the sky, no, they're metal as well. Metal birds with people in them. People are flying. And you, you've flown so far. Further than anyone. The things you've seen. The darkness, the big bad wolf."

Gwyneth cut herself off quickly and backed up until she hit the shelf behind her. She and Rose both looked frightened by what had just occurred, but Audrey was observing Gwyneth with interest. Whatever gift the girl had, it was incredible. Aliens were one thing, but this was a human woman with abilities Audrey had never seen before.

"I'm sorry. I'm sorry, miss," Gwyneth kept repeating, even when Rose tried to reassure her it was fine. Audrey moved forward to lay her hands on Gwyneth's shoulders and made her look at her.

"It's alright. No harm done, see?" Audrey said gently, gesturing over to Rose who was perfectly unharmed, "Just take a deep breath."

"I can't help it," Gwyneth confessed, "Ever since I was a little girl, my mam said I had the sight. She told me to hide it."

"But it's getting stronger, more powerful, is that right?"

All three women jumped when they heard the Doctor's voice from the door way. Audrey was still comforting a shaking Gwyneth, but she was sure that she felt her own heart nearly jump out of her chest. Did he really have to sneak up on them like that?

"All the time, sir. Every night, voices in my head," Gwyneth answered.

"You grew up on tip of the rift. You're a part of it. You're the key," The Doctor explained. It didn't seem to do much in the way of reassuring Gwyneth that things would be alright, but she did stop shaking.

"I've tried to make sense of it, sir. Consulted with spiritualists, table rappers, all sorts."

"Well, that should help. You can show us what to do."

"What to do where, sir?"

The Doctor got that look in his eyes, that same one that he had when they were running away from the enemy or when he showed them a new place in time. It was a cross between mischievousness and excitement and Audrey had come to associate that look with adventure.

"We're going to have a séance."


	15. The Unquiet Dead - Part 2

Hellooo. I don't have much to say today, other than I hope you enjoy the chapter and there's a little question for you guys at the end. And, of course, replies to comments...

 **Rosealyn** : First of all, I LOVE your comments. The best kind of comments are the ones that talk about specific things you like or dislike about the story/characters, so thank you! Since you commented on previous chapters, I'm just going to address them all here. First, I agree with you, I think the Doctor should have told Audrey the truth about the jumping, but I think he was so caught up in seeing such a young Audrey that he would have done anything to make sure she wasn't sad, even if that meant keeping the truth from her. Also, you're right, I think it is hard for both of them because they're each other's only constant, but they are both always changing. In regards to Audrey's past and the box, I'd be excited to hear your theories! Lastly, the Doctor has known Audrey since the _very_ beginning. I don't know if I will do classic who in this book, but I might make a separate story for the adventures of Audrey and the classic who Doctors. Thank you for all your wonderful comments and I hope you enjoy the next chapter!

* * *

"This is how Madam Mortlock summons those from the Land of Mists, down in big town. Come, we must all join hands," Gwyneth explained, reaching out to the others.

Everyone had moved back into the sitting room where they gathered around a large round table that reminded Audrey of the King Arthur tales. She sat between Gwyneth and the Doctor with Rose a few chairs down from her. Sneed looked uneasy to have such a display taking place in his house, but Audrey supposed that if it fixed his problem there wasn't much for him to complain about.

"I can't take part in this," Dickens declared, pushing back from the table.

"Come on, Charlie. Keep an open mind," Audrey urged as Dickens walked to the door. He turned around, shaking his head at the lot of them.

"This is precisely the sort of cheap mummery I strive to unmask. Séances? Nothing but luminous tambourines and a squeeze box concealed between the knees. This girl knows nothing."

Gwyneth bowed her head, disheartened. She looked up when she felt Audrey squeeze her hand reassuringly, but the other girl didn't meet her eyes. Instead, Audrey was glaring at Dickens. It wasn't that she blamed him for not believing, truly it was a bit out there, but he didn't have to be so rude to someone who was trying their best to help.

"Now, don't antagonize her. I love a happy medium," The Doctor told Dickens. He looked between Rose and Audrey with a proud smile at his joke, causing Audrey to shake her head with laughter.

"I can't believe you just said that," Rose said, a small smile on her face as well.

"Come on, we might need you," He said. Dickens didn't look too happy about it, but he did as the Doctor said, "Good man. Now, Gwyneth, reach out."

"Speak to us. Are you there? Spirits come," Gwyneth called, "Speak to us that we may relieve your burden."

Whispers started to surround them. There were so many voices that it made them seem loud, but each individual one was so hushed that you couldn't hear a word they said clearly. Dickens' face was painted with barely concealed surprise, although he still tried to brush it off as trickery when Rose asked him if he could hear the voices.

"Take a look at her and tell me it's fake," Audrey dared Dickens.

Gwyneth was rocking back and forth slightly as her glazed over eyes stared at the ceiling. There wasn't anything the others could see yet, but just by looking at her, they knew something must be there.

"I see them. I feel them," Gwyneth cried and suddenly, they could see them too.

Moving tendrils of blue gas moved around them, just like before. Everyone's eyes grew wide as they observed the gas floating above them and circling the room. The voices seemed to grow louder as the gas picked up pace, though they were still too faint to hear properly.

"What's it saying?" Rose asked.

"They can't get through the rift. Gwyneth, it's not controlling you, you're controlling it. Now, look deep. Allow them through," The Doctor instructed carefully.

Gwyneth shook her head, "I can't!"

"Yes, you can. Just believe it. I have faith in you, Gwyneth. Make the link," The Doctor encouraged.

Three blue outlines in the shape of people appeared behind Gwyneth. Of those at the table, they wore faces of various expressions. There were some of them that were amazed at the sight in front of them, or the Doctor who watched on in interest, but then there was Audrey. She had leaned back in her chair, as far away from the outlines as she could without removing her hand from Gwyneth and the Doctor's. There was a horrible feeling in her stomach, the one she got when she knew she couldn't trust someone. The spirits looked harmless enough, but Audrey could feel something so much different.

"Great God!" Sneed exclaimed, "Spirits from the other side."

"The other side of the universe," The Doctor supplied.

"Pity us. Pity the Gelth. There is so little time. Help us," The voices begged. They were the voices of children, which matched the smallish figures of their shadows, and Gwyneth spoke along with them. The girl looked to be in a trance, as if the Gelth were controlling her. That only served to make Audrey feel even more uneasy.

"What do you want us to do?" The Doctor asked.

"The rift. Take the girl to the rift. Make the bridge."

Audrey eyed them suspiciously, "What for?"

"We are so very few. The last of our kind. We face extinction."

"Why, what happened?"

"Once we had a physical form like you, but then the war came."

"War? What war?" Dickens questioned, leaning forwards.

"The Time War," The Gelth answered, making Audrey and Rose shoot a glance to the Doctor, "The whole universe convulsed. The Time War raged. Invisible to small species but devastating to higher forms. Our bodies wasted away. We're trapped in this gaseous state."

"So that's why you need the corpses," The Doctor realized.

"We want to stand tall, to feel the sunlight, to live again. We need a physical form, and your dead are abandoned. They're going to waste. Give them to us."

"But we can't," Rose objected.

"Why not?" The Doctor asked.

Rose struggled to find the words, "It's not- I mean, it's not…"

"Not decent? Not polite? It could save their lives," The Doctor pointed out.

"Doctor…" Audrey trailed off, causing him to look at her in disbelief, as if he expected her to side with him. Putting the morality of the situation to the side, Audrey knew they couldn't do it, the Gelth couldn't be trusted. The Gelth cut her off before she could express these thoughts to the Doctor, seeming like they knew she would try to persuade him against the idea.

"Open the rift. Let the Gelth through," They urged quickly, "We're dying. Help us. Pity the Gelth."

The three figures sank back into the gas lamps, leaving Gwyneth to collapse onto the table in exhaustion. Rose hurried around the side of the table to pull the girl up and make sure she was alright, while Dickens expressed his shock over the whole matter.

Once she had made sure Gwyneth was okay, Audrey moved from her chair to examine the gas lamps on the wall. The Gelth didn't seem right. They were too insistent that the Doctor help them, which she supposed could be because they were dying, but something about the words they used didn't seem right either. They kept trying to gain his pity, knowing that he was more likely to help them if he felt their pain.

Whatever they were, Audrey knew it couldn't be anything good.

"It's all right. You just sleep," Rose told Gwyneth as the girl regained consciousness. They had laid her down on a small couch in the corner of the room after she fainted. Rose was insistent that she stay by the younger girl's side and had been wiping away the sweat from her forehead for the last hour.

"But my angels, miss. They came, didn't they? They need me?"

"They do need you, Gwyneth. You're they're only chance of survival," The Doctor told her from the other side of the room. Rose whirled around to give him a glare.

"I've told you, leave her alone. She's exhausted and she's not fighting your battles," Rose said, defensively and the Doctor sighed. Audrey had to admire Rose's ability to stand up to the Doctor and how much she cared about Gwyneth's well-being.

Audrey had tried to explain to the Doctor that they shouldn't trust the Gelth, but he hadn't listened to a word she had said. His only response was that they were defenseless creatures that needed their help and that Audrey should want to help them too. Knowing that arguing was going to get them nowhere and would only end up with Audrey saying something nasty that she didn't really mean, she had decided to help Rose care for Gwyneth instead.

"Well, what did you say, Doctor? Explain it again. What are they?" Sneed asked.

"Aliens," He replied matter-of-factly. Since this seemed to be his everyday life, Audrey supposed she couldn't blame him for seeming so nonchalant about the whole thing, but Sneed didn't seem quite so clear on it.

"Like foreigners, you mean?"

"Pretty foreign, yeah. From up there."

"Brecon?"

"Close," The Doctor nodded, trying to sum it up in a way that he would understand, "And they've been trying to get through from Brecon to Cardiff but the road's blocked. Only a few can get through and even then, they're weak. They can only test drive the bodies for so long, then they have to revert to gas and hide in the pipes."

"Which is why they need the girl," Dickens finished.

"They're not having her," Rose snapped.

"But she can help. Living on the rift, she's become part of it. She can open it up, make a bridge and let them through."

"Doctor, I have a really bad feeling about this. I don't think we can trust them," Audrey tried again to make him see sense.

"We're their only chance, Audrey. We have to help them," The Doctor insisted, and Audrey sighed.

Audrey didn't know why the Doctor was so determined to help all the people he could. She knew that it must have something to do with losing his people, maybe that was his way of making up for not being able to help them. It was admirable that one was willing to dedicate their whole life to saving people, but not when it blinded you from seeing sense.

"Incredible," Dickens remarked, "Ghosts that are not ghosts but being from another world, who can only exist in our world by inhibiting cadavers."

"Good system. It might work."

"You can't let them run around inside dead people," Rose argued, moving away from Gwyneth to stand in front of the Doctor.

"Why not? It's like recycling," The Doctor said. Audrey raised her eyebrows at his callous words. Human bodies were not things you could just discard and recycle whenever you felt like it.

"Seriously though, you can't."

"Seriously though, I can."

"And who are you to decide that?" Audrey spoke up, tired of his arrogance, "Do you think yourself so far above others that you can speak on behalf of the dead and decide what can or cannot be done with them? Who gives you that authority?"

"And it's just wrong. Those bodies were living people. We should respect them even in death," Rose said passionately, siding with Audrey. The Doctor looked down at the two girls standing side-by-side in front of him like some sort of stubborn wall.

"Do you carry a donor card?" The Doctor questioned, looking between the two of them.

"Those people are willing, they sign up for that," Audrey pointed out, "Giving the bodies of people to a bunch of aliens isn't right."

"It's different," Rose agreed, "It's just- it's different."

"It is different, yeah. A different morality. Get used to it or go home," The Doctor told Rose harshly, making the girl reel back in shock, "You heard what they said, time's short. I can't worry about a few corpses when the last of the Gelth could be dying."

"I don't care. They're not using her."

"Don't I get a say, miss?" Gwyneth spoke up as she sat up.

"Rose is just trying to help you, love," Audrey said softly, moving to sit beside her. It was clear that Rose wanted only what she thought was best for the girl.

"Look, you don't understand what's going on," Rose tried to explain, making Gwyneth smile sadly.

"You would say that, miss, because that's very clear inside your head, that you think I'm stupid, the both of you."

"That's not fair," Rose said, but she didn't deny it. Audrey didn't either. It wasn't that she thought the girl was stupid, it was that she didn't think she could make any sort of serious decision when she wasn't fully aware of the situation and how dangerous it might get.

"It's true, though. Things might be very different where you're from, but here and now, I know my own mind, and the angels need me. Doctor, what do I have to do?"

"You don't have to do anything," The Doctor told her, wanting to make sure that anything she agreed to was of her own free will.

"They've been singing to me since I was a child, sent by my mam on a holy mission. So, tell me," Gwyneth said, confidently.

Rose looked over at Audrey for help, maybe to make the girl see sense but all Audrey could do was shrug. If Gwyneth wanted to do this, there was nothing she could do. Reason didn't seem to work on any of them, so she supposed she would just have to be ready when it all came crashing down.

"We need to find the rift. This house is on a weak spot, so there must be a spot that's weaker than any other," The Doctor explained, "Mister Sneed, what's the weakest part of this house? The place where most of the ghosts have been seen?"

"That would be the morgue."

Rose sighed, "No chance you were going to say gazebo, is there?"

* * *

Sneed led them to a cold basement where examination tables lined either side of the wall. The vague shapes of bodies lay on top of the tables with a white sheet over top of them.

"Talk about Bleak House," The Doctor muttered as he entered the room. Audrey lingered in the door way, feeling the pit in her stomach grow larger. She wondered if it was because they were drawing closer to the rift.

"Something's off. I can feel it," Audrey murmured, more to herself than anyone else.

"We're in a morgue," The Doctor said, "I'd be concerned if you didn't feel it."

Audrey rolled her eyes, "Not with the morgue, Dumbo. With the Gelth, they don't seem right."

"Audrey's usually right about these things though, Doctor," Rose pointed out, seeming to share the apprehension that the older girl did.

The Doctor shook his head, "The pair of you."

"The thing is, the Gelth don't succeed, 'cos I know they don't. I know for a fact there weren't corpses walking around in 1869."

"Time's in flux, changing every second. Your cozy little world can be rewritten like that," The Doctor told Rose with a snap of his fingers, "Nothing is safe. Remember that. Nothing."

"Doctor, I think the room is getting colder," Dickens observed, looking around the room. From one side of the room, blue gas started to pour out of a gas lamp.

"And here they come," Audrey muttered dryly.

"You've come to help. Praise the Doctor. Praise him," The Gelth cried, forming one looming figure underneath the stone archway.

"Promise you won't hurt her," Rose demanded, staring at the Gelth uneasily.

"Hurry! Please, so little time. Pity the Gelth," The Gelth urged, ignoring Rose's words. The Doctor stepped forward.

"I'll take you somewhere else after the transfer. Somewhere you can build proper bodies. This isn't a permanent solution, all right?"

The Gelth instructed them on where the weak point was, where Gwyneth would have to stand in order to help them transfer through the rift. Gwyneth wasted no time moving to help her angels, but Rose wasn't as confident. She moved to stand in front of Gwyneth.

"You don't have to do this," Rose reminded her, but Gwyneth didn't seem like she would be changing her mind anytime soon.

"Establish the bridge. Reach out to the void. Let us through!"

"Yes, I can see you. I can see you. Come!" Gwyneth spoke, "Come to me. Come to this world, poor lost souls!"

"It is begun. The bridge is made," The Gelth announced as more blue figures began to pour out of Gwyneth's mouth and soar around the room, "She has given herself to the Gelth. The bridge is open. We descend."

The Gelth controlling Gwyneth changed suddenly. In the place of the harmless looking creature they had seen at first, was a creature made from flickering orange flames with red eyes and fangs for teeth. Now it's voice was much deeper and more sinister than it was before. Although, if you were trying to persuade someone into helping you, it would make more sense to play the act of innocent creatures who only wanted to live.

"The Gelth will come through in force."

"You said you were few in number!" Dickens shouted, pointing an accusing finger at the Gelth.

"A few billion. And all of us in need of corpses," The Gelth declared. All around them, the bodies on the tables sat up and ripped the sheets away from themselves.

"Gwyneth, stop this. Listen to your master. This has gone far enough. Stop dabbling, child, and leave these things alone, I beg of you," Mister Sneed tried to reason with her, to bring her back from the Gelth, but it was of no use.

"Mister Sneed, get back!" Rose warned, reaching out for him. The man moved too slow as a corpse came up from behind him, snapping his neck. The blue form of a Gelth flew into his mouth and he sank to the floor, before rising again as a Gelth.

"I think it's gone a little bit wrong," The Doctor said, moving away from what used to be Sneed.

"Oh, you think?" Audrey snapped sarcastically. If he had just listened to her, even for a moment, maybe none of this would've happened. This could've all been avoided if he had just listened.

"I have joined the legions of the Gelth. Come, march with us," Sneed spoke, his voice mixing in with the rest of the Gelth, "We need bodies. All of you. Dead. The human race. Dead."

"Gwyneth, stop them! Send them back now!" The Doctor commanded. The Gelth were advancing on them, backing the three of them into a gate.

"She can't!" Audrey shouted. Whatever the Gelth were doing to her, Gwyneth was no longer in control. Audrey could only hope that they would leave Gwyneth alone, since she was the one that had helped them.

"Four more bodies. Convert them. Make them vessels for the Gelth."

Dickens took his chance to escape through the way they had come, but not before apologizing to the Doctor. By now, the Doctor, Audrey, and Rose had hidden themselves behind the metal gate, but there was only a short space between the gate and the wall. The corpses were reaching their hand through the bars, just barely missing them.

"I trusted you! I pitied you!" The Doctor told them, angrily, as if that would make a difference to the psychopathic aliens that wanted to slaughter the human race.

"We don't want your pity. We want this world and all it's flesh!"

"Yeah, not while we're alive, sunshine," Audrey snarled, smacking a hand that had gotten too close to her face. The trouble was escaping the corpses unharmed or even finding a way to shut down the rift and send them back.

"Then live no more," The Gelth replied, as the corpses rattled the bars of the gate impatiently.

"But I can't die. Tell me I can't. I haven't even been born yet," Rose said, "It's impossible for me to die. Isn't it?"

"Yeah, well…" Audrey responded, having already heard the tenth Doctor explain this same thing to Martha.

"I'm sorry," The Doctor said sincerely, looking over at Rose. In that moment, Audrey could tell the Doctor was truly sorry that it had ended up like this. She knew he had just wanted to help and that it wasn't his fault the Gelth had turned out evil. She just felt like she could've prevented this all. She had known the Gelth were up to no good, and since she had known, that meant it was her fault for not stopping it.

"But's it's 1869. How can I die now?" Rose questioned, hoping that one of them would tell her that she was right, and that it was impossible. However, she had a feeling that wasn't going to be the case.

"Time isn't a straight line. It can twist into any shape. You can be born in the twentieth century and die in the nineteenth and it's all my fault. I brought you here."

Rose shook her head, "It's not your fault. I wanted to come."

"What about me?" The Doctor exclaimed, "I saw the fall of Troy, World War Five. I pushed boxes at the Boston Tea Party. Now I'm going to die in a dungeon in _Cardiff._ "

"And it's not even dying, we become one of them," Audrey pointed out, eyeing the Gelth with disdain. She'd rather die than take part in the destruction of the world, even if it was just her body.

"We'll go down fighting, yeah?"

The Doctor nodded, "Yeah."

"Together?" Rose asked, holding her hand out to Audrey. Audrey took it in hers and picked up one of the Doctor's as well.

"Always," Audrey promised her with a smile.

"I'm so glad we met you," The Doctor told her honestly, making Rose smile widely.

"Me too."

Then, Dickens ran into the room. He was holding a dirty rag over his mouth and calling out for the Doctor. Strangely, the Gelth seemed to have no interest in him, even though he was much more accessible then the three of them.

"Doctor! Doctor! Turn off the flame, turn up the gas! Now, fill the room, all of it," Dickens yelled, running around the room to do just that.

"What're you doing?" The Doctor questioned.

"Turn it all on. Flood the place!"

"What, so we choke to death instead?" Rose scoffed.

"No, no! I take it all back, Dickens. You are just as brilliant as I thought!" Audrey declared. Dickens seemed happy at her compliment while he looked to the Doctor in confirmation.

"Am I correct, Doctor? These creatures are gaseous."

"Fill the room with gas, it'll draw them out of the host. Suck them into the air like poison from a wound," The Doctor realized.

The corpses took that moment to realize that Dickens was an easier prey than they were and started to stumble towards him. Dickens glanced around at them in fright before looking back to the gas lamp.

"I hope, oh Lord, I hope that this theory will be validated soon, if not immediately."

"Plenty more!" The Doctor exclaimed, tearing a gas pipe out of the wall from behind them. As gas started to flood the room, the blue shapes of the Gelth began to flee the corpses.

"It's working!" Dickens cried as corpses began to collapse. The hosts were no more than empty bodies now that the Gelth had been forced out. The Doctor forced the gate open, the three of them rushing out of the space and towards Gwyneth.

"Gwyneth, send them back. They lied. They're not angels," The Doctor told them.

"Liars?" Gwyneth repeated, her whole body deflating at the news. From behind the Doctor, Audrey and Rose began to choke from all the gas in the room, but they'd be damned if they didn't make sure they got Gwyneth out safely.

"Look at me," The Doctor said softly, ". If your mother and father could look down and see this, they'd tell you the same. They'd give you the strength. Now send them back!"

"I can't breathe," Rose struggled to say.

"Charles, get her out," The Doctor commanded. However, before Dickens had even taken two steps in Rose's direction, she had already told them she didn't plan to leave Gwyneth alone.

"They're too strong," Gwyneth murmured, weakly.

"Remember that world you saw? Rose's world? All those people. None of it will exist unless you send them back through the rift."

"I can't send them back," Gwyneth insisted, "But I can hold them. Hold them in this place, hold them here. Get out."

"You can't!" Rose protested as Gwyneth pulled a box of matches out of the pocket in her apron.

"Doctor, please tell me we can do something," Audrey pleaded, "Please tell me she doesn't have to die."

"Leave this place!" Gwyneth shouted, urging them to get to safety.

"Rose, Audrey, get out. Go now. I won't leave her while she's still in danger. Now go!"

Dickens and Rose hurried out of the room, but Audrey didn't budge. The Doctor pushed her towards the door hurriedly, "Audrey, go! I'll save her!"

"And who is going to save you?" Audrey asked, shaking her head. She wasn't leaving him; she knew what he would do. He would save Gwyneth and then light them place up himself. Audrey couldn't let him sacrifice himself like that.

The Doctor moved back to Gwyneth, putting a hand to her neck to feel her pulse. Audrey could tell from the look in his eyes when he pulled away that there was no saving her.

"I'm sorry," The Doctor said, kissing Gwyneth gently on the forehead, "Thank you."

"Be with your family now," Audrey told her softly, before taking the Doctor's hand and leaving the room. Just before they left, Audrey could see Gwyneth remove a match from the box.

The two of them barely made it out as the building exploded, bits of glass and debris flying everywhere. Rose and Dickens were standing a ways away from the flaming building and they rushed over as soon as they caught sight of Audrey and the Doctor. Rose looked around for Gwyneth and frowned sadly when she didn't see her.

"She didn't make it," She realized.

"I'm sorry. She closed the rift."

"At such a cost. The poor child," Dickens said hoarsely.

"We did try, Rose, but Gwyneth was already dead. She had been for at least five minutes," The Doctor informed her, and Rose shook her head.

"What do you mean?"

"She was dead from the minute she stepped under that arch. She pitied them, she saved them, and they killed her," Audrey said. Her words were angry, but they lacked the punch behind them. All she could feel was sad. She didn't give a damn about the Gelth, all she knew was that an innocent girl had died tonight. That was all that mattered.

"But she can't have. She spoke to us. She helped us. She saved us. How could she have done that?"

"There are more things in Heaven and Earth than are dreamt of in your philosophy. Even for you, Doctor," Dickens said, staring at the flames the licked up the side of what used to be Sneed's home.

"She saved the world. A servant girl. No one will ever know," Rose said sadly.

Audrey put an arm around Rose, drawing the younger girl to her side. All that Gwyneth had sacrificed, and she wouldn't even get the recognition she deserved for it. Then again, Audrey supposed there were plenty of small-life heroes that had done the same throughout history and received the same.

"Right then, Charlie boy," The Doctor said as they reached the TARDIS a bit later, "I've just got to go into my, er, shed. Won't be long."

"What are you going to do now?" Rose asked Dickens, making the Doctor pause outside of the door.

"I shall take the mail coach back to London, quite literally post-haste. This is no time for me to be on my own," Dickens told her, "I shall spend Christmas with my family and make amends to them. After all I've learned tonight, there can be nothing more vital."

"You've cheered up," The Doctor observed brightly.

"Exceedingly!" Dickens laughed joyously, "This morning, I thought I knew everything in the world. Now I know I've just started. All these huge and wonderful notions, Doctor. I'm inspired. I must write about them."

"Do you think that's wise?" Audrey asked.

"I shall be subtle at first," Dickens assured them, "The Mystery of Edwin Drood still lacks an ending. Perhaps the killer was not the boy's uncle. Perhaps he was not of this Earth. The Mystery of Edwin Drood and the Blue Elementals. I can spread the word, tell the truth."

"Good luck with that. Nice to meet you," The Doctor said, shaking Dickens' hand, "Fantastic."

"It was an honor to meet you, Dickens. Really, it was," Audrey told him, shaking his hand with a bright smile.

"Bye, then, and thanks," Rose said, moving forward to kiss him on the cheek.

Dickens was shocked, "Oh, my dear. How modern. Thank you, but, I don't understand. In what way is this goodbye? Where are you going?"

"You'll see. In the shed."

"Upon my soul, Doctor, it's one riddle after another with you. But after all these revelations, there's one mystery you still haven' explained. Answer me this. Who are you?"

"Just a friend passing through," The Doctor simplified, though it looked like he wanted to say more.

"But you have such knowledge of future times. I don't wish to impose on you, but I must ask you. My books. Doctor, do they last?"

The Doctor seemed shocked that that is what he had asked, but grinned happily nonetheless, "Oh, yes!"

"For how long?" Dickens questioned cautiously.

"Forever," Audrey assured him. Dickens tried to suppress the grin, but they could see it starting to show.

"Right. Shed. Come on, girls," The Doctor said, nodding his head towards the TARDIS. Audrey and Rose slipped past him and headed into the console room.

"In the box? The three of you?" They could hear Dickens ask from outside.

"Down boy. See you."

The Doctor followed the girls into the TARDIS, closing the door behind him and making his way to the console. Rose followed behind him, while Audrey moved to sit in the captain's chair as she shrugged her coat off her shoulders.

"Doesn't that change history if he writes about blue ghosts?" Rose asked the Doctor.

"In a week's time it's 1870, and that's the year he dies," The Doctor informed her, "Sorry. He'll never get to tell his story."

Rose frowned, "Oh, no. He was so nice."

The Doctor pulled up an image of Dickens on the scanner screen. He was standing outside the TARDIS doors, patiently waiting for them to return.

"But in your time, he was already dead. We've brought him back to life, and he's more alive now than he's ever been, old Charlie boy. Let's give him one last surprise."

They watched as Dickens' eyes lit up in amazement while he watched the TARDIS dematerialize. His image faded away when they had left completely, and the Doctor and Rose laughed.

"Right, I'm going to go change out of this," Rose gestured to the elaborate dress she wore, "Don't you two run off anywhere without me!"

"No promises," The Doctor joked. Rose narrowed her eyes playfully at him as she backed out of the room and left through one of the side corridors. The Doctor turned to Audrey who had been silent this whole time, "So, where to next? Backwards or forwards? You can choose this time."

"Oh, I…" Audrey shook her head, "It doesn't matter to me."

The Doctor frowned, moving to sit next to her in the chair. She still didn't look at him, even as he nudged her softly with his shoulder.

"Are you mad at me?" He questioned, looking down at his hands. Surely that must be it. He hadn't listened to her about the Gelth and it had blown up in their face. It was all a big fat mess, just because he hadn't trusted her.

"No," Audrey said quickly, trying to reassure him, "No, no. It's not that. I'm just… I'm still getting used to things."

Audrey had known from the very beginning, from the moment she said yes to that first adventure with the Doctor and Amy, that this life was full of danger. It had been something that had excited her. Maybe it was the wonder of new places or the invincible feeling she had when they escaped another enemy. But this, this was different. In almost as many days, she had seen two innocent young women die, first Abagail and now Gwyneth, because of something they couldn't stop. She wasn't used to being surrounded by so much death, and she wasn't sure she ever wanted to be. There was just so much about this new life that was uncertain.

"I'm sorry," The Doctor apologized.

Audrey shook her head, "It's not your fault. Not really."

"No, but I should've listen to you," He insisted, "Never listen, me. You know how I get sometimes."

Audrey looked over at him for a moment, studying his face. The Doctor wasn't sure what she was looking for or even what she would find, but he knew that he didn't like the look in her eyes. He didn't think he had ever seen an Audrey that looked at him with mistrust. In all his lives, he had never known her to mistrust him.

"No, I don't," Audrey told him quietly, causing the Doctor to look away sadly.

As painful a truth as it may be, it was the truth, Audrey thought. She had thought she and the Doctor were becoming friends, that she was adjusting to this new life but then something like this went and turned it all upside down.

Sure, he was the constant in her new life, but how constant was he really? His face was never the same and while that wasn't really a big deal to Audrey, every new face came with a new personality. And what did she really know about him anyways? She knew he was part of an alien race called the Time Lords but that they were all gone now. She knew that he traveled the universe in a blue box that was bigger on the inside. She knew that he liked to save worlds that seemed destined for destruction. Except those things didn't mean she _knew him._

And how on Earth was she supposed to trust someone she didn't even know?

* * *

Question: Out of all the Doctors we've seen so far, which of them do you like Audrey with best?


	16. Planet of the Ood - Part 1

Hello and happy new year! Well...technically, I've still got about 2 hours where I'm from, but it's never too early to start celebrating the end of 2017. As I was editing this chapter I kept thinking about what kind of new years resolution Audrey would have lol. I hope you guys are all having a safe and exciting new years eve and I hope you enjoy the chapter!

Replies to comments:

 **Rosealyn** : Dude, your comment was so thought out, I loved it. I'm glad you like the portrayal of Audrey's struggle. She's definitely going to back and forth between accepting this new life and being overwhelmed by it. It's going to take a while before she feels like she truly belongs. Audrey and Ten are a good pair. My friend who has been reading this story since I started writing (waaaay before it was posted) loves them too and has affectionately dubbed them as 'Tendrey'. As for their first meeting, you won't have to wait very long. I like your theories, I can't confirm or deny them, buuuuut they're good. I'm sorry about the bad boyfriend, Georgia is definitely an unlucky name/place. Thank you for your comment and I hope you enjoy!

 **KittyCatKate** : Thank you! I'm glad you think Audrey is a likable character, I was a little concerned that she would come off as a Mary Sue type or that people wouldn't like her, so I'm glad to hear that you do! I hope you enjoy this next chapter!

 **Pastelpotter** : Thank you! And, it seems like people like Ten and Audrey, which is exciting because I really love the two of them together too and this just gives me an excuse to write more of them together lol. This chapter and the next one have a bit of fluffy bits between the two of them though, so hope you enjoy it!

* * *

With her feet pounding on the ground and her heart racing, Audrey was running faster than she had ever ran before. She had no real destination in mind. They were _supposed_ to meet at the gates of the temple, where the TARDIS had first landed, yet when she had reached them five minutes ago, with a horde of angry aliens on her trail, the Doctor was nowhere to be seen.

"I've got the TARDIS locked onto you. I'll only be a 'mo," The Doctor told her through the phone she had pressed against her ear. Audrey rolled her eyes, he had been saying that for the past five minutes but, oh look, she was still running.

Suddenly, the trees gave way to a massive stone wall that stretched farther than Audrey's eyes could see. It was too tall to climb, she realized, so she took a sharp left turn and ran alongside it. Hopefully, that would distract the people chasing her for at least a little while. Her ears picked up the sound of the TARDIS materializing, a sound she had never been happier to hear, as the blue box landed a few yards in front of her. By now, the people were right behind Audrey.

The Doctor stood in the doorway of the TARDIS, one hand outstretched towards her and the other urging her to run faster. Audrey took his hand as she was close enough and he yanked her into the TARDIS, shutting the doors just in time. As they leaned against the doors, they both dissolved into laughter and ignored the angry shouting from outside.

"We are never doing that again," Audrey exclaimed once she had calmed down enough from the laughing fit. Her legs were still aching from the running, but the excitement coursing through her veins was distraction enough.

"Oh, take a risk once and a while, will you?" The Doctor asked, bumping his shoulder against hers and grinning.

"A risk was letting you set the controls of the TARDIS to random, a risk was believing you when you told me the temple of the super territorial space aliens had been empty for centuries, a risk was following you when-" Audrey ticked things off on her fingers, but was cut off when the Doctor covered her mouth with his hand.

"I get it. I get it."

Audrey smiled up at him, happy that they were getting along for now. Last night, she was surprised to see that she wasn't pulled away to another Doctor, though she wasn't sure if that was a blessing or a curse. Things had been tense between her and this Doctor because of the conversation they had had after Dickens. He had been upset over what she had said about not knowing him and she could understand that. Things were better this morning after the two of them had silently decided to forget the conversation had ever happened.

"Now, let's get out of here," The Doctor walked to the console. "What'd you say this morning? Something about New York in the 50s?"

"You actually listened to me?" Audrey said, feigning shock, "I'm glad you finally used those big ears of yours for something then, Dumbo."

He pouted in a way that reminded Audrey of the bowtie wearing Doctor, "Do you really have to call me that? Honestly."

"I can't help it. They're adorable," Audrey told him, tugging lightly on the one closest to her as he batted her hands away from him. The comment had seemed to brighten his mood though because the smile had returned to his face.

"And where have you two been then?" A voice called. Audrey and the Doctor immediately stopped laughing and turned to face Rose with the most innocent looks they could muster.

Rose, who had specifically told them not to go getting into any trouble until she had woken up, fixed them with a stare and planted her hands firmly on her hips.

"Getting milk?" Audrey tried.

Rose looked unconvinced. "Getting milk for three hours?"

"It was a long line," The Doctor supplied, smiling widely.

Rose rolled her eyes as she walked further into the room, plopping down on the captain's chair, "So what are you two doing today?"

Last night, the Doctor had promised to take Rose to see her mother. This mean they had the greenlight to go wherever they wanted. Well, actually, Rose had told them not to go anywhere while she was with her mom, but the Doctor was sure they could sneak away and be back before Rose even noticed.

Audrey's head fell into her hands as a stab of pain coursed through it. She let out a moan of pain that caused the Doctor and Rose to look at her in concern.

"Can't you stay for a while longer? I was about to take Rose to see her mother, it'll be boring without you," The Doctor complained, looking like a disappointed child.

Audrey shook her head, "Not how it works. Sorry."

Before a reply came, she was gone. This time her landing was a bit rougher than usual. She didn't know _how_ she ended up falling to the floor but she did know that it hurt like hell. Most of her vision was obscured by her dark hair that had fallen around her face. She was just barely able to make out a pair of shoes standing in front of her.

"Oi!" Someone shouted, "Who're you?"

Audrey looked up to see a woman with ginger hair standing over her.

"Who am I? Who are you?" Audrey muttered, pushing her hair out of her mouth and sitting up slowly. The pain in her head was still lingering, but Audrey didn't know if that was more from the jumping through time or the part where she hit her head.

"Audrey? Oh, sorry I thought you-"

Audrey stood up on shaky legs. "Yeah, wasn't kidding, sunshine. Who're you?"

"What do you mean, who am I?" The woman exclaimed, throwing her hands up, "We've met before!"

"Ah, but not quite yet," The voice of the Doctor spoke up. Audrey looked over to see the suit wearing Doctor peering around the TARDIS console. When he saw her, he came around the console to sweep her up in a tight hug.

Audrey patted him on the back awkwardly, "Oh, hello."

"What?" The woman asked, still not understanding what was going on. Audrey now assumed this was one of the other travelling companions that she hadn't met yet. Great, that was always fun. Introductions and explanations and such.

"Don't meet anyone in the right order. Should be used to it by now, but I'm not. Sorry about the attitude, still got a bit of a headache."

"You're just in time, Donna and I were about to head out," The Doctor told her excitedly.

"So, where are we going?"

"Set the controls to random," The Doctor explained.

Audrey laughed, "Because that worked out so well last time?"

"Hush. Now, mystery tour. Outside that door could be any planet, anywhere, anywhen in the whole wide-" He cut himself off as he noticed Donna's wide-eyed look, "Are you all right?"

"Terrified," Donna admitted, "I mean, history's one thing but an alien planet?"

"I could always take you home," The Doctor suggested. His tone implied that he knew Donna would turn down the offer and he was only teasing her. Donna seemed to notice this as well because she shook it off.

"Yeah, don't laugh at me."

"I know what it's like. Everything you're feeling right now. The fear, the joy, the wonder? I get that," The Doctor told her as he grinned away like a mad-man.

"Seriously? After all this time?" Audrey asked. For whatever reason, she had assumed that the Doctor would have become accustomed to the life that he led, especially since he was over nine hundred years in. The Doctor looked at her and nodded.

"Yeah. Why do you think we keep going?"

"Oh! All right then, you and me both. This is barmy," Donna exclaimed as she rushed to the doors. "I was born in Chiswick. I've only ever had package holidays. Now I'm here. This is so- I mean it's…I don't know, it's all sort of- I don't even know what the word is!"

Donna struggled to find her words. The honor of opening the doors and revealing their surprise destination was Donna's this time. When they opened, the three travelers stepped out onto a mountain-like terrain that was covered in snow. Audrey and Donna, who were both wearing short sleeves, shared a look.

Donna grimaced, "Oh, I've got the word. Freezing."

"Snow!" The Doctor grinned. "Oh, real snow. Proper snow at last. That's more like it. Lovely. What do you think?"

The Doctor turned to Audrey who was hovering near the TARDIS doors and rubbing her arms.

"I think that I'm severely underdressed," Audrey responded, looking down at her outfit. It was a short-sleeved red dress with grey leggings underneath it. Thankfully, her boots were fit for such weather and she wouldn't ruin them.

"Look at that view," The Doctor encouraged, trying to make them see how wonderful the planet was. Then again, Audrey supposed that in his giant coat he could hardly feel the cold.

"Yep. Beautiful, cold view."

"Millions of planets, millions of galaxies, and we're on this one. Molto bene. Bellissimo, says Donna, born Chiswick. All you've got is a life of work and sleep, and telly and rent and tax and takeaway dinners, all birthdays and Christmases and two weeks holiday a year, and then you end up here. Donna Noble, citizen of the Earth, standing on a different planet. How about that Donna?"

Amidst his speech, the Doctor hadn't noticed that Donna had slipped back inside the TARDIS. When he turned around, he only saw a shivering Audrey standing outside with him.

"Yeah, no, she's gone. Left while you were rambling," Audrey told him and the Doctor frowned.

The TARDIS doors opened again and Donna walked out, now dressed in a massive coat with fur lining the edges. In her arms, she was carrying a similar coat that she handed to Audrey. The dark-haired woman thanked her and shrugged it on, leaving the hood down. As she started to warm up, the planet became more enjoyable.

"Sorry, you were saying?" Donna asked.

"Better?" The Doctor asked, looking between the two women. Audrey only nodded, adjusting the coat so it didn't get caught in her hair.

"Lovely, thanks," Donna replied.

"Comfy?"

"Yep."

"Can you hear anything inside that?"

"Pardon?"

The Doctor shook his head, "All right, I was saying, citizen of Earth-"

Once again, he was interrupted. This time by a load noise that drowned his voice out. All three of them looked up to see a rocket soaring in the air about them, rather close to the ground. Audrey covered her ears from the sound while Donna stared in amazement.

"Rocket. Blimey, a real proper rocket. Now that's what I call a spaceship. You two've got a box, he's got a Ferrari," Donna laughed. "Come on, let's go see where he's going."

"I'd hardly call the TARDIS just a 'box'," Audrey protested, but Donna had already walked away. The TARDIS was bigger on the inside, it had so many amazing rooms, and on top of all that, it was sentient. Audrey thought that would win over a rocket any day. The Doctor seemed to share her thoughts because he turned to her with a frown.

"A proper rocket? What's that supposed to mean?"

Audrey shrugged, "I don't-"

Suddenly, Audrey doubled over and let out a sharp cry of pain. The Doctor put his hands on her shoulders, trying to make sure she was all right, when he saw her gripping her head and he sighed.

"Oh, not now. You've just got here."

"No, not that kind of headache," Audrey muttered. "This one's different, I can feel it."

The normal headaches felt like someone was ripping the inside of her skull apart and were accompanied by the feeling of being launched forward, this headache was different. It felt like something was forcing its way to _into_ her mind. It didn't last long either. Soon it had faded away and was replaced by delicate singing.

"God, that's loud," Audrey groaned, wincing at the incredibly loud volume of the voice.

"What is?" The Doctor asked.

Audrey turned to him in surprise. "You're telling me you can't hear that?"

The Doctor tilted his head for a moment, trying to listen for what she could hear, but he came up empty, "Nope. Nothing."

Audrey was quiet for a moment as she listened for the voice. The music had no words but it was beautiful and moving and…

"Hey, hey. What's the matter?" The Doctor questioned worriedly. He stopped in front of her, tilting her chin up so that she would look at him. At first, Audrey wasn't sure what he meant. The Doctor's thumb swiped across her cheek, wiping away a tear that had fallen. Audrey hadn't even realized she was crying.

She shook her head. "I-I don't know. I feel sad, but they're not my feelings. It's like…I don't know how to explain it."

The Doctor pulled her into his arms, wrapping them tightly around her waist and setting his chin on top of her head. Audrey curled deeper into his chest as the feeling of loneliness settled into her bones. It didn't make any sense. She hadn't felt like this a until a moment ago. Then, without reason, it was all she could feel. Something was different, though. These feelings felt distant, like they were somehow removed from her.

"We'll figure it out," The Doctor assured her as he took her hand. "Come on."

As they crossed over a rock bridge with icicles hanging from the edges, the song started to grow louder in Audrey's mind. If she had thought it was loud before, that was nothing. She instinctively reached up to cover her ears before remembering that that would do her no good and she kept on walking.

"You're really telling me that you can't hear that?" Audrey asked, still not sure if she believed that the song was in her mind. Where would it have come from? Why would she be hearing such a thing?

"Hold on, I think I might," The Doctor said, stopping in his tracks. He motioned for the two women to be quiet so he could listen, "No. Yes, yes! There it is."

Audrey breathed a sigh of relief, happy in knowing that she wasn't the only one. She already was pulled through time like a ragdoll, how many other freakish quirks did she need?

"Donna, take your hood down," The Doctor demanded and she did.

"Do you hear that?" Audrey asked her.

Donna frowned, "Hear what?"

"That noise is like a song," The Doctor said, looking around, "Over there!"

He rushed over to the other side of the hill where a body was lying, half buried in the snow. The Doctor hurriedly pulled a stethoscope from the depths of his bigger-on-the-inside coat pockets and began searching for a heartbeat.

"What is it?" Donna questioned, running over to join him.

"An Ood. He's called an Ood," The Doctor explained.

"But it's face," Donna cried, looking over the creature. When Audrey joined the two of them, she could see what Donna meant. The Ood was dressed in a suit and had the body of a human, but it's face was wrinkled and had tentacles covering half of it.

"Donna, don't. Not now. It's a he, not an it. Give me a hand."

"Doctor, is he all right? Why is he here all alone?" Audrey asked.

The Doctor shook his head, "I don't know where the heart is. I don't know if he's got a heart. Talk to him, keep him going."

"It's all right, we've got you," Donna reassured him, her compassion for the creature outweighing her uncertainty, "Er, what's your name?"

"Designated Ood Delta 50," The Odd responded in a gravelly voice. In his hands, he held a clear ball and it was attached to his face by a thin white cord. When he spoke, the ball lit up.

"My name's Donna," She told him. Donna picked up the ball in her own hands and spoke into it, assuming that was how one communicated with an Ood.

"No. No, no, no. You don't need to," The Doctor said, lowering the ball from Donna's hand. The woman apologized, seeming flustered. Audrey had to admire that about Donna though, she was trying to be understanding of the Ood's ways even if she felt uncomfortable with the situation.

"I'm Audrey. And this is the Doctor," Audrey introduced, trying to give the Ood a smile, "The three of us, we're going to help you, okay? Can you tell me what happened to you?"

The Ood tried to give a response but all that came out was a shuddering breath. Audrey put a hand over his and assured him that it was okay, that he didn't need to talk, and that they would figure something out.

"You've been shot," The Doctor realized after a few moments of examining the Ood.

"The circle," Delta 50 tried to speak again, still struggling.

"No, don't try to talk," Donna said, shaking her head quickly. It was obvious the Ood was weak and that he needed to save his strength until they were able to help him.

"The circle must be broken," Delta 50 finished firmly.

"Circle? What do you mean?" The Doctor questioned, but he was unresponsive, "Delta 50, what circle? Delta 50? What circle?"

Out of nowhere, Delta 50's eyes turned bright red and he sat up with a loud roar. The Doctor was quick to act, pulling Audrey and Donna away from the Ood as it lunged at them. They moved a safe distance away, prepared for an attack, but it never came. Delta 50 let out another growl before collapsing into the snow, unmoving.

"He's gone," Donna said quietly, kneeling down at Delta 50's side. The Doctor warned her to be careful, just in case he was still alive, though Donna didn't seem to hear him.

"There you are, sweetheart. We were too late," Donna murmured, softly brushing the snow away from Delta 50's forehead. Any previous aversion she had to the Ood or the way he looked had been put aside and was replaced with a pure, caring nature, "What do we do, do we bury him?"

"The snow'll take care of that," The Doctor answered.

"What're the Ood, Doctor? Are they the aliens that live on this planet?" Audrey asked. The Doctor seemed to know about the Ood, no doubt from a previous encounter that she had yet to be a part of.

"They're servants of humans in the forty second century. Mildly telepathic. That was the song. It was his mind calling out," The Doctor explained.

"I couldn't hear anything. He sang as he was dying," Donna said sadly.

"Why could I hear it before you, Doctor?" Audrey wondered. The Doctor shrugged, looking down at the Odd.

"I don't know. I guess we never will."

"He said something about the circle," Audrey pointed out, "What do you think? Trouble?"

"Definitely," The Doctor nodded, "Come on."

Audrey felt odd as they walked away, as if they shouldn't be leaving Delta 50's body behind. Logically, she knew the Doctor was right and that the snow would bury him, but it just felt wrong leaving him there. She tried to shake off the feeling as the three of them continued on, following the direction they had seen the rocket flying in.

"The Ood are harmless. They're completely benign. Except, the last time we met them, there was this force, like a stronger mind, powerful enough to take them over," The Doctor informed them after they had been walking for a few moments.

"What sort of force could be strong enough to hijack the minds of an entire species?" Audrey asked, looking over at the Doctor.

"Oh, long story. Mostly spoilers," He brushed off.

"Long walk," Donna countered with a shrug.

"It was the Devil."

Audrey raised an eyebrow at him, silently asking if he was serious and he nodded. Sometimes she was so surprised by recounts of his past adventures that she was sure he had to be making them up. Other times she would remember the few things that she had seen while with him, and suddenly those other things didn't seem so far-fetched. Witches after William Shakespeare, vampires in Venice, and evil gas creatures just to name a few. Really, the Devil wasn't even that much of a stretch in comparison.

"If you're going to take the mickey, I'll just put my hood back up," Donna said, not believing the Doctor. He didn't seem to hear her comment though because he was lost in his thoughts.

"Must be something different this time, though. Something closer to home," The Doctor said, just as they climbed over a small hill and were met with the sight of a big set of buildings, "Ah ha! Civilization."

They managed to sneak into the building, which began to look more and more like factory, just as a group of people were entering for a tour. Audrey had suggested they stick to the back, try to blend in, but of course 'blending in' wasn't the Doctor's strong suit. Instead, he had taken her hand and led her and Donna right to the front of the group to greet the tour guide whose name tag read, Solana.

"Sorry, sorry, sorry. Late. Don't mind us. Hello," The Doctor said, cheerily waving at the woman leading the group, "The guards let us through."

Solana looked suspicious, but her polite smile didn't waver. "And you would be?"

"The Doctor, Donna Noble, and Audrey Wright," The Doctor replied easily.

It shocked Audrey for a moment to hear her surname spoken out loud for the first time since she arrived in this universe. It felt wrong in a way, like Audrey Wright had been forgotten and left in her old universe, while Audrey became a new person when she arrived in this one. Vaguely, she could hear Donna coming up with a cover name for a company they were supposedly representing and Audrey shook herself out of her thoughts.

"Must have fallen off my list. My apologies. Won't happen again," Solana told them kindly. "Now then, Doctor Noble, Mrs. Noble, Miss Wright, if you'd like to come with me."

The Doctor and Donna both hurriedly tried to squash the idea that they were married, both of them seeming disgusted by the idea, while Audrey was bent over with laughter beside them. The guide eyes the trio strangely before nodding and handing them a plastic package with the factory's logo on the front.

"Of course. And here are your information packs, vouchers inside. Now, if you'd like to come with me, the Executive Suites are nice and warm."

Before the group could be led into the building, a load alarm sounded throughout the factory. It was obvious that the cause of the alarm couldn't be good because Solana tried to the hide the panic that was written clearly on her face with another polite smile.

"Oh, what's that? That sounds like an alarm," The Doctor commented.

"Oh, it's just a siren for the end of the work shift," Solana excused. "Now then, this way, quick as you can."

Audrey leaned towards the Doctor and Donna, muttering, "Well, that's mighty suspicious."

Inside the Executive Suite there was a presentation area that was set up for them. Audrey assumed this is what all the professionals in the group had come for. Down the center of the room, there were three Ood standing on presentation platforms. More Ood were scattered around the room, carrying trays of drinks to serve to the group.

Solana made her way to the front of the room where a podium stood. She pulled a clipboard of notes from the podium and cleared her throat to gain their attention.

"As you can see, the Ood are happy to serve, and we keep them in facilities of the highest standard. Here at the Double O, that's Ood Operations, we like to think of the Ood as our trusted friend," Solana spoke as buyers walked around the room and surveyed the Ood up close.

"We keep the Ood healthy, safe, and educated. We don't just breed the Ood, we make them better. Because at heart, what is an Ood, but a reflection of us? If your Ood is happy, then you'll be happy too," Solana finished. There was a pause to allow the audience to clap politely before Solana moved on to the demonstration portion of the presentation.

Solana moved from her podium, making her way to the three Ood in the center of the room. People gathered around her to see what was happening.

"I'd like to point out a new innovation from Ood Operations. We've introduced a variety package with the Ood translator ball. You can now have the standard setting. How are you today, Ood?"

"I'm perfectly well, thank you," The first Ood answered.

She moved to the next one. "Or perhaps after a stressful day, a little something for the gentlemen. And how are you, Ood?"

"All the better for seeing you," A sultry female voice responded. From beside her, Audrey saw Donna roll her eyes while the others in the room laughed.

"Oh, that's just-" Audrey mumbled, shaking her head. "Ew."

"And the comedy option," Solana continued, arriving at the last Ood and pointing at his feet. "Ood, you dropped something."

"D'oh," The Ood cried in an impersonation of Homer Simpson. The buyers in the room laughed as Solana finished her presentation and left the room. When he was sure she had gone, the Doctor moved to a computer set up at the front of the room.

"Ah, got it," He said as the massive screen in front of them lit up with a view of the stars. "The Ood Sphere, I've been to this solar system before. Years ago. Ages. Close to the planet Sense Sphere. Let's widen out. The year 4126. That is the Second Great and Bountiful Human Empire."

"4126?" Donna repeated, sounding in awe. "It's 4126. I'm in 4126."

"I know. Feels strange, doesn't it?" Audrey asked, smiling at Donna. It was a good kind of strange though.

"What's Earth like now?" Donna wondered.

"Bit full. But you see, the Empire stretches out across three galaxies," The Doctor told her as he pointed to the screen. Three different galaxies were highlighted and connected by a line.

"It's weird. I mean, it's brilliant, but. Back home, the papers and the telly, they keep saying we haven't got long to live. Global warming, flooding, all the bees disappearing," Donna listed off.

"Yeah. That thing about the bees is odd," The Doctor commented as Donna continued.

"But look at us. We're everywhere. Is that good or bad, though? I mean, are we like explorers? Or more like a virus?"

"Sometimes I wonder."

Red dots appeared on the map in the corners of the galaxies and one big one in the middle. Audrey leaned closer, intrigued. When with the Doctor, red dots tended to be important and, more often than not, they meant trouble.

"Ooo. Red dots. What're those then?" Audrey asked, looking to the Doctor.

"Ood distribution centers," He answered.

Audrey raised an eyebrow, "Distribution? You make them sound like property."

"Well, that's this lot," The Doctor said, gesturing around the room, "That's essentially what they treat them as."

"Don't the Ood get a say in this?" Donna asked, walking over to an Ood standing in the corner of the room, "Hello. Tell me, are you all like this?"

"I do not understand, Miss," The Ood answered, making Donna look at him intensely.

"Why do you say Miss? Do I look single?" She questioned, sounding a bit worried.

"We could only be so lucky," Audrey joked in a flirty manner and the woman smiled at her.

The Doctor cleared his throat, "Back to the point."

"Yeah. What I mean is, are there any free Ood? Are there Ood running wild somewhere, like wildebeest?"

"All Ood are born to serve. Otherwise, we would die."

"But you can't have started like that. Before the humans, what were you like?"

The Ood jerked suddenly, "The circle."

"The circle," Audrey repeated, "What's the circle?"

It couldn't have been a coincidence that the dying Ood, who had died from a bullet wound nonetheless, had mentioned the circle and now this Ood had too. It looked like whatever this circle is, it's related to this factory, perhaps even related to the red eye effect that the Doctor had been curious about.

"The circle. The circle is-" The Ood was interrupted by Solana as she asked the Ood to return to hospitality stations. The Ood didn't try to disobey or tell them what it had meant to, instead it simply walked away as if their conversation had never happened.

"I've had enough of the schmoozing. Do you fancy going off the beaten track?"


	17. Planet of the Ood - Part 2

Hello! I only have a few things to say before we get into the chapter. Instead of Mondays and Fridays, I'm going to be putting up chapters on Thursdays and Sundays because my schedule with school has changed. Also, replies to comments...

Replies to Comments:

 **Rosealyn** : He is truly terrible at keeping time! I'm glad you like the original adventures bit, it's always a bit nerve wracking to put in something that's not in the show because then I worry about if I'm keeping them all in-character or if people will like it, so thank you for the feedback on that. I agree, this is an emotional episode. It was always so sad to see how the Ood were treated in this episode but I really liked how the episode was resolved, so I'm excited about writing it. Audrey is definitely changing in a way, and all that I'll say about that is that there is definitely a reason that she was pulled to the Doctor's universe, which will be revealed later. Thank you so much for your kind words and I hope you enjoy!

* * *

A balcony of sorts is where they found themselves next. It was in a section of the factory that was marked off by a locked gate and signs that read, 'workers only'. Then again, locked gates and keep out signs were basically like a big flashy 'come look at me' sign when it came to their adventures. No one kept anything important out in the open, especially not when it was bad.

In this case, the gates kept customers from seeing the true nature of the Double O facilities. It was easy to say that everything Solana had sold them in the Ood presentation was a lie. The Ood were far from given the 'facilities of the highest standard' and saying they kept them 'healthy, safe, and educated' couldn't be further from the truth. From what little insight Audrey was given now, her blood was boiling underneath her skin.

Lines of Ood were marched through the center of the facility, led by workers that were dressed like high-ranking military officials. One Ood near the back of the lot fell into the snow, looking exhausted. Instead of helping him, the worker cracked a whip repeatedly while demanding the Ood get back on his feet.

"Servants? They're slaves," Donna breathed, staring wide-eyed at the scene in front of her. Standing next to her was the Doctor, who looked just as surprised.

Audrey was a different story. Initially, surprise had been her reaction, but surprise didn't get anyone anywhere. It was quickly replaced with anger. There was a certain standard of quality that one was expected to treat a living being with, and this was far below that standard.

"Get up! March," The man commanded as he cracked his whip once more. The Ood pushed himself to his feet, stumbling all the way.

"That man better hope I don't meet him," Audrey said lowly. She felt the Doctor lay a hand on the back of her arm, perhaps in an attempt to calm her. Maybe that worked on future versions of herself, versions that knew him better than she did.

"Last time we met the Ood, I never thought. I never asked," The Doctor said. There was a flash of something in his eyes, almost like he was disappointed in himself.

"That's not like you," Donna commented.

"We were busy. So busy we couldn't save them. I had to let the Ood die. I reckon I owe them one."

Sometimes Audrey felt herself cringe at her inclusion in certain events the Doctor talked about. It was less about not wanting to accept that this was her life now, even though that played a big part in it originally, and more because in times like this she felt angry with actions she hadn't even committed yet. Was her future self so busy that she let others die and thought that was okay? Audrey had always been known to be callous at times, but was that who she turned into?

She knew she couldn't really determine that now, however. All she had to go one were the Doctor's recounts of it. Maybe it was a situation where she couldn't save them. The important thing was trying your hardest to do the right thing and she figured that the Doctor was the sort of person who followed that closely.

"That looks like the boss," Donna pointed out. She nodded towards a balding man that was striding across the factory with a few others trailing behind him. You could often spot those that held some degree of power because they held themselves differently, like they had something to be proud of.

"Let's keep out of his way. Come on."

The Doctor had his head bent over a map of the factory as they walked, occasionally stopping to look around or mutter things to himself. When they passed a door with signs posted near it, Donna stopped, but the Doctor and Audrey kept walking on.

Rolling her eyes, Donna put two fingers into her mouth and let out a shrill whistle. Both Audrey and the Doctor flinched, ducking their heads down low before realizing it was only Donna. She jerked her head towards the door and the two of them followed her lead.

"Where'd you learn to whistle?" The Doctor questioned as he opened the door with his sonic screwdriver.

"West Ham, every Saturday," Donna answered.

They stepped into a warehouse that was filled to the brim with blue cargo containers. Some were stacked on top of each other to the ceilings and others were in neat lines, ready to be sent off to their destinations. Overhead, a crane whizzed about the room and picked up specific containers.

"Ood export. You see?" The Doctor said, pointing to the moving crane as it lifted a container into the air. "Lifts up the containers, takes them to the rocket sheds, ready to be flown out all over the three galaxies."

"So, all these containers are filled with Ood?" Audrey questioned.

"What do you think?"

The Doctor walked to the nearest container and opened the doors. Inside were dozens of Ood, all pressed together like sardines between the walls of the container. They didn't move an inch or make a sound when the doors were opened, they stared ahead silently.

"Oh, it stinks. How many do you think there are in each one?" Donna asked.

"There's got to be at least a hundred," Audrey answered. "They're treated like cattle. All of them herded into little containers and shipped off to customers. It's horrible."

"A great big empire built on slavery," Donna added, sounding just as disgusted as Audrey felt.

"How can they call this the 'Great and Bountiful Human Empire' when they are relying on things like this?" Audrey wondered.

"It's not so different from your time," The Doctor told them.

Donna turned to him, annoyed, "Oi. I haven't got slaves."

"Who do you think made your clothes?"

"Is that why you travel around with humans at your side? It's not so you can show them the wonders of the universe, it's so you can take cheap shots?"

"Sorry."

"Don't," Donna retaliated angrily before lightening up some and bumping his shoulder with hers, "Spaceman."

It occurred to them that while they were arguing, the Ood had been staring at them blankly. The doors to the container were still open, yet none of them had made a move to leave.

"I don't understand, the door is open, why don't you just run away?" Donna asked.

"For what reason?" The Ood asked, not seeming to understand what she was implying.

"Well, you don't have to do what this lot wants," Audrey pointed out. "You could leave, be free."

"I don't understand the concept."

"What is it with that Persil ball? I mean, they're not born with it, are they? Why do they have to be plugged in?" Donna wondered, looking to the Doctor or Audrey for answers. Neither of them knew the answer, so the Doctor turned to the Ood with a different question.

"Ood, tell me. Does the circle mean anything to you?"

"The circle must be broken," The Ood replied all at once. The container was lit up from the lights of their translator balls as they all switched on in the same moment.

"Oh, that is creepy," Donna muttered.

"But what is it? What is the circle?" Audrey asked.

"The circle must be broken," The Ood repeated, their translator balls lighting up once more.

"Why?"

"So that we can sing."

They didn't get the chance to ask what the Ood meant or why they would need to sing, because an alarm sounded throughout the warehouse. The Doctor grabbed Audrey and Donna by the hand and pulled them from the container.

"Oh, that's us. Come on."

They lost a hold on one another sometime during the running even though they managed to stay close to one another. Donna and Audrey stopped as Donna pointed out a door, but the Doctor didn't notice and kept running. As they were about to go after him, the door slid open and revealed a group of armed guards.

"Don't move!" One shouted and the two women froze in their tracks. Audrey took Donna's hand in hers to make sure they wouldn't be separated. When the guards advanced, Audrey gave them a small wave and a smile.

"'Ello, boys! You know, I've got a perfectly reasonable explanation. One you should definitely…" Audrey faltered as all the guards pointed their guns at her, "-definitely listen to."

From behind the others, one guard emerged. He appeared to be the leader of the group and all of the others looked back to him for instructions. At first, he didn't say anything, only continued to observe Donna and Audrey.

"Keep them in one of the containers for now. Separate them though, I don't need them getting away," The man ordered, waving his hand dismissively at one of the containers.

A guard grabbed Donna first since she was closest and her hand was ripped away from Audrey. The redheaded woman fought so hard that two more guards rushed over to help the first one shove her into the container.

"Get off me. Get off me!" Donna protested.

Audrey was surrounded by guards, but none had made a move to grab her yet. Instead, Audrey rushed at them, trying to reach Donna and was then grabbed around the waist.

"Take your hands off her! You hear me?" Audrey demanded, wriggling around in the guards hold. She heard a thud as Donna was thrown to the ground in the container and she soon met the same fate as one guard tossed her away into the container next to Donna's.

Guards slammed the doors shut before Audrey could even sit up, leaving her in partial darkness. On the other side of the container, she could see a dozen Ood staring back at her.

"Look," Audrey started as she stood up, "I've got some friends, we're going to help you. But first, you've got to help me get out of here."

The Ood only looked at her blankly. Thinking they weren't understanding her words, Audrey racked her brain for something that might get through to them, "The circle? Does that mean anything to any of you?"

Suddenly, the Ood bowed their heads and then looked back up at her, this time with red eyes. Audrey was quick to jump to her feet, backing as far away from the Ood as possible.

Audrey raised an eyebrow, "Oops. Something I said?"

The Ood approached her slowly, making Audrey gulp nervously. Okay, so maybe the 'getting through to them' plan wasn't going to work for her. Plan B: make noise and pray that someone out there could hear her, preferably someone who wasn't a psycho who locked people in boxes of potentially murderous Ood.

"Somebody get me out of here!" Audrey shouted, banging a fist on the door and occasionally looking over her shoulder at the Ood. Well, for a group that might want to hurt her, they were sure moving slowly. Not that she was complaining at this particular moment.

It took only a moment of drawing enough attention to herself that someone finally unlocked the door. She stumbled out into the warehouse and glared at the guard who had put her there in the first place. He grabbed her arm, hauling her away from the door. Briefly, she weighed the pros and cons of head-butting him in the nose. Would they lock her back in if she did?

"Audrey!" The Doctor called, gaining her attention. Audrey let out a sigh of relief, tugging her arm away from the guard and rushing to the Doctor.

"Ha! Am I glad to see you," Audrey laughed and looked around. "Where's Donna?"

Then, the voice of Donna cut through the air as she called out for someone to release her from the box.

"If you don't do what she says, you're really in trouble. Not from us, from her," The Doctor advised the guards. The leader of the group ordered the others to unlock Donna's container as well.

The moment Donna was out, she headed for the Doctor and Audrey, hugging them both.

"There we go, safe and sound."

"Never mind about me. What about them?" Donna question, drawing attention to the red-eyed Ood coming out of the two containers that had been unlocked. The first Ood pressed his translator against the guard's forehead and it gave off a white electricity that killed him.

"Red alert. Fire!" The leader shouted. "Shoot to kill!"

Bullets soared through the air as more Ood spilled out of the other containers. The Doctor, Audrey, and Donna took this chance to escape by running out the back door, followed closely by Solana, the guide from the presentation, who had been inside with the guards.

Once they were back in the main part of the complex and far away from the fight, the three of them stopped to catch their breath. This was when they noticed they had been followed out by Solana.

"If people back on Earth knew what was going on here-" Donna started, but Solana cut her off.

"Oh, don't be so stupid. Of course, they know," Solana said.

"They know about how you treat the Ood?" Audrey questioned doubtfully. "The human race has its weak moments, but I'd like to think we've progressed from this kind of shit."

Solana paused for a moment. "They don't ask. Same thing."

"Solana, the Ood aren't born like this. They can't be. A species born to serve could never evolve in the first place. What does the company do to make them obey?" The Doctor asked. Solana shook her head, confused on why they were so focused on getting answers from her.

"That's nothing to do with me," Solana replied.

"Oh, what, because you don't ask?" The Doctor retorted, raising his eyebrows at her.

"That's Doctor Ryder's territory."

"And where's he then?" Audrey asked her. Solana looked hesitant to answer, but Audrey could tell she knew. Perhaps she was afraid of what her employers would do if they found out she betrayed them. Audrey didn't blame her since these were the people that had locked her and Donna in crates full of Ood and chased the Doctor with a crane. Still, Audrey rolled her eyes at the woman's silence, "Do you want our help or not?"

"We can help with the red eye. But first you've got to show us the way," The Doctor said, trying to persuade her. He held out the map of the factory that he had been carrying with him, urging Solana to point them in the right direction.

She pointed, "There. Beyond the red section."

"Come with us," The Doctor offered, "You've seen the warehouse. You can't agree with all this. You know this place better than us. You could help."

Solana looked unsure, and Audrey thought she just might agree, but she didn't. Instead, the woman called out for the guards that were passing nearby. Audrey, Donna, and the Doctor were given no choice but to run and leave her behind.

Guards followed them through the complex, more seeming to come out from around every corner they passed. Their escape was in the form of another warehouse type building with a door that the Doctor hurriedly sonicked open.

A song, like the one Audrey had heard on the mountains, filtered through the complex. It was beginning to get louder at every passing moment. Unlike on the mountain, it didn't feel like someone was pushing their way into her head or trying to be heard. Instead, it sounded like she had stumbled upon the music. As if it had been there the whole time and she was only just beginning to hear it.

"Oh, can you hear it?" The Doctor asked them, Audrey nodded while Donna looked confused, "I didn't need the map. I should have listened."

They rushed into the building before the guards could spot them but just in case, the Doctor broke the key pad on the door behind them.

"Hold on. Does that mean we're locked in?" Donna exclaimed.

"Let's focus on one problem at a time, shall we?" Audrey suggested, motioning for Donna to follow her down the stairs.

"Oh, my head," The Doctor moaned when they reached the bottom of the stairs. Audrey was having a similar feeling, although the pain wasn't as bad as when she had first heard it. It was more the emotion behind the noise that set her on edge. The song was filled with such loneliness and pain that it made Audrey ache.

Donna looked around, "What is it?"

"The singing," Audrey said quietly, "The singing is getting louder."

She followed the noise to the other side of the room where a cage was set up. Through the narrow bars, vague shapes could be made out. As they moved closer, they could tell the shapes were Ood with their backs turned towards the room. The Doctor found a switch that turned on a light above the cage. The Ood inside were huddled closely together and they jumped slightly when the light came on, moving closer together.

"They look different to the others," Donna observed as they moved closer.

"That's because they're natural born Ood, unprocessed, before they're adapted to slavery. Unspoiled. That's their song," The Doctor explained.

"I can't hear it," Donna said.

"Do you want to?" The Doctor asked.

Donna nodded firmly, "Yeah."

"It's the song of captivity," He warned her, wanting to make sure she understood first. He and Audrey, they didn't have a choice, they heard it anyway, but Donna could choose.

"Let me hear it," Donna insisted. The Doctor had her face him as he pressed his fingers against her temples. After a moment, he moved away from her and Donna took a deep breath as she heard the first notes of the Ood song. Audrey watched her cautiously, while Donna turned to the Ood with tears streaming down her face.

Donna listened to the song for only a minute before asking the Doctor to take it away. Audrey understood why the woman couldn't handle it, and she knew that if she had the option, she would choose not to hear it as well.

"I'm sorry," Donna apologized, looking at them sadly.

"It's not your fault, Donna," Audrey told her, patting her arm comfortingly.

"But you two can still hear it," Donna pointed out. The Doctor and Audrey shared a look, knowing that until they managed to save the Ood, they wouldn't stop hearing it.

"All the time," The Doctor said.

The Doctor used the sonic screwdriver to open the Ood cage, just as a clanging noise could be heard from upstairs. At a guess, Audrey would say that they had figured out where the three of them had run to and were on their way to stop them.

"They're breaking in," Donna said.

"Ah, let them," The Doctor replied, sounding unconcerned. The three of them made their way into the cage, with some difficulty seeing as it was very small. The dirty clothes the Ood wore and the fact that they were kept in a cage had Audrey's anger resurfacing.

"I'd like to give them a piece of my mind," Audrey commented lowly, looking over her shoulder at the staircase.

The Doctor frowned, "Maybe save that for later."

"Right."

The Ood cowered away when they crouched down near them. The Doctor tried to calm them by speaking softly and reassuring them they meant them no harm.

"What are you holding?" He asked, "Show me. Friend. Doctor, Donna, Audrey. Friend. Let me see. Look at me. Let me see. That's it. That's it, go on. Go on."

After a little bit of coaxing, the Ood opened his hands to reveal a small brain. It was small enough to fit in the palm of his hand and, like the translator ball with the other Ood, it was connected to their face.

"Is that…" Donna trailed off, sounding both shocked and horrified.

"It's a brain. A hind brain. The Ood are born with a secondary brain. Like the amygdala in humans, it processes memory and emotions. You get rid of that, you wouldn't be Donna any more. You'd be like an Ood. A processed Ood," The Doctor explained.

"So, they cut off their brain-" Audrey realized.

"-and they stitch on the translator," The Doctor finished, knowing what she was about to say. Audrey looked to him with wide eyes as she began to understand.

"It turns them into the perfect servant. They don't object because they don't know they should," Audrey said and the Doctor nodded. Donna was watching the two of them work through it, her mind was reeling from the information.

"I spent all that time looking for you two because I thought it was so wonderful out here. I want to go home," Donna said, making them both turn to her in surprise.

A crash echoed from behind them and voices filtered down from upstairs. A group of guards came down the stairs and the Doctor jumped up, locking the door to the cage.

"What you going to do, then? Arrest me? Lock me up? Throw me in a cage? Well, you're too late. Ha!"

* * *

Evidently, Mr. Halpen didn't think that was such a bad idea. He ordered them to take Audrey, the Doctor, and Donna back to the presentation area where they were immediately handcuffed to a railing. Audrey huffed in annoyance and gave the guard a glare when he locked hers too tightly, but he looked somewhat pleased.

"Why don't you just come out and say it? FOTO activists," Halpen accused.

"If that's what Friends of the Ood are trying to prove, then yes," The Doctor agreed.

"The Ood were nothing without us, just animals roaming around on the ice," Halpen told them, trying to excuse his actions. Audrey bet that he even believed it himself. Then again, bad people always thought they were justified, didn't they?

"And you are you to decide that?" Audrey asked, "You can't even hear them!"

Halpen rolled his eyes at her, "They welcomed it. It's not as if they put up a fight."

"You idiot," Donna sneered, "They're born with their brains in their hands. Don't you see, that makes them peaceful. They've got to be, because a creature like that would have to trust anyone it meets."

"Oh, nice one," The Doctor told her, both him and Audrey nodding at her in approval. Donna thanked them, but Halpen didn't look convinced.

"The system's worked for two hundred years. All we've got is a rogue batch. But the infection is about to be sterilized. Mister Kess, how do we stand?"

Audrey eyed him suspiciously, "Sterilized. What do you mean?"

Halpen only smirked at her as a voice came over the speaker, "Canisters primed, sir. As soon as the core heats up, the gas is released. Give it two hundred marks and counting."

"You're going to gas them?" The Doctor asked, outraged.

"Kill the livestock. The classic foot and mouth solution from the olden days. Still works," Halpen said, not sounding bothered at all by what he was about to do.

"You can't!" Audrey protested, pulling at her restraints.

"I think you'll find that I can," He replied. Halpen didn't smirk at her like he had before, instead his face was completely neutral and somehow Audrey thought that was worse. He showed no emotion, no evidence that he had even one shred of guilt for killing however many Ood were in this factory.

As if to disprove Halpen's previous statement, the alarms of the building went off. Halpen and the guards seemed just as surprised as they were. They ran for the door on the side of the room and when they opened it, the distant sound of rapid gunfire could be heard over the alarm system. The guards came back a minute later, barely concealed panic written over Halpen's face.

"There are no reports of trouble off-world, sir. It's still contained to the Ood Sphere," Ryder explained.

Halpen nodded, "Then we've got a public duty to stop it before it spreads."

"What's happening?" Audrey questioned.

"Everything you wanted. No doubt there'll be a full police investigation once this place has been sterilized, so I can't risk a bullet to the head," Halpen smiled at them, "I'll leave you to the mercies of the Ood.

"But Mister Halpen, there's something else, isn't there? Something we haven't seen." The Doctor said, stopping the other man before he could leave.

"What do you mean?" Donna asked.

"A creature couldn't survive with a separate forebrain and a hind brain, they'd be at war with themselves. There's got to be something else, a third element, am I right?"

"And again, so clever."

"But it's got to be connected to the red eye. What is it?"

"It won't exist for very much longer. Enjoy your Ood," Halpen told them lowly. Then, he left the room followed by Ryder and the two guards that had been guarding them.

Struggling to break free from their handcuffs proved ineffective. Each of them were locked in too tightly and crammed too close together to have much room to move.

"Well, do something," Donna said, looking expectantly at the Doctor, "You're the one with all the tricks. You must have met Houdini."

"These are really good handcuffs," The Doctor responded, pulling at them as hard as he could.

"Oh well, I'm glad of that. I mean, at least we've got quality," Donna retorted sarcastically.

"You've got that thing- the sonic screwdriver thing. Use that!" Audrey told him.

He shook his head, "I can't reach!"

Their struggle was interrupted as the door slid open and three Ood entered the room. Their eyes were glowing red and their translators were lit up. Like in the crate, the Ood were slow to approach but that wasn't very comforting.

"Doctor, Donna, Audrey, friends," The Doctor tried hurriedly, repeating it over and over while Audrey and Donna tried saying 'the circle must be broken.' Neither of the statements seemed to have any effect on the Ood because they kept advancing.

Audrey turned her head away from the Ood as they held their translators threateningly close to her face. She pressed the side of her face against the railing, leaning as far away from them as possible, yet still shouting in an attempt to stop them. When she closed her eyes, she could see the light of the translator shining close to her face but the Ood had stopped. Audrey cracked her eyes open to see the Ood observing them strangely.

Suddenly, the translators switched off and the Ood clutched their heads in their hands. Audrey let out a breath of relief, looking over to make sure the Doctor and Donna were all right. Both of them were breathing heavily, but they looked otherwise unharmed.

"Doctor. Donna. Audrey. Friends," One Ood said. His red eyes had disappeared and had been restored to their normal color.

"Yes! That's us. Friends. Oh, yes."

* * *

After the Ood had released them, the three of them rushed out in the direction that Halpen and his men had gone. Outside the snow had picked up and hundreds of armed men were shooting at red eyed Ood that were attacking them. Small fires were burning around the edges of the factory from various explosions.

"I don't know where it is. I don't know where they've gone," The Doctor shouted, sounding frustrated.

"What are we looking for?" Donna questioned.

"It might be underground, like some sort of cave, or a cavern," The Doctor told them, looking around the factory before running in a certain direction.

Audrey and Donna followed closely behind the Doctor, trying to avoid the center of the factory were most of the fighting was going on. The last thing they needed was one of them getting injured and then being unable to stop Halpen in whatever he planned to do. The only trouble was finding him, which was a lot easier said than done in a factory this big.

While they were running, a group of containers exploded from behind them and knocked them all into the snow. The Doctor pushed himself onto his arms, looking around for Audrey and Donna.

"All right?" He checked and Donna nodded. He looked over at Audrey, who was a few feet away on his other side. She had rolled over to her side and gave him a thumbs up.

"Never better."

The smoke from the explosion cleared away, leaving a shadow standing over them. When they turned around, they saw Ood Sigma, Mr. Halpen's personal Ood, looking down at them.

Ood Sigma led them to another warehouse across the factory complex. The Doctor sonicked the door open and ushered them in. It was dark, like the warehouse with the unconverted Ood, and they had to climb down a set of stairs until they reached a catwalk that overlooked something underneath the platform.

Audrey leaned over the railing and had a faint sense of déjà vu when she saw what it was. A massive brain was underneath the room with a bolt of electricity circling around it. Wires and tubes were poked through one side of it. It reminded her of the Starwhale they had saved from Starship UK. She wondered what it was with humans and taking innocent creatures and torturing them for their own gain.

"The Ood Brain. Now it all makes sense, that's the missing link. The third element, binding them together. Forebrain, hind brain, and this, the telepathic center. It's a shared mind, connecting all the Ood in song," The Doctor explained to Audrey and Donna.

"Cargo," A voice cut in from behind them. Halpen was standing hidden behind a few pipes, pointing a gun in their direction, "I could always go into cargo. I've got the rockets, I've got the sheds. Smaller business. Much more manageable, without livestock."

"He's mined the area," Ryder warned them, gesturing to the area where they were standing. On the side of the railing, Audrey could see small, blinking boxes that were attached to the metal.

"You're going to kill it?" Donna asked.

"They found that thing centuries ago beneath the Northern Glacier," Halpen told them, coming out to stand on the catwalk with them.

"Those pylons," The Doctor spoke, nodding towards the brain. Audrey looked over, observing them, then turned to the Doctor again when she realized.

"In the shape of a circle. That's what they meant. The circle must be broken," She responded.

"Damping the telepathic field. Stopping the Ood from connecting for two hundred years."

"And you, Ood Sigma, you brought them here. I expected better."

"My place is at your side, sir," Ood Sigma answered as he walked to stand beside Halpen.

"Still subservient. Good Ood," Halpen tried to say. Audrey furrowed her eyebrows as she watched Halpen struggle to get his last word out, but the others didn't seem to notice.

"If that barrier thing's in place, how come the Ood started breaking out?" Donna wondered.

"Maybe it's taken centuries to adapt. The subconscious reaching out?" The Doctor suggested. It was then that Ryder took a step forward and stared Mister Halpen defiantly in the face.

"But the process was too slow. It had to be accelerated," Ryder informed them, "You should never give me access to the control, Mister Halpen. I lowered the barrier to its minimum. Friends of the Ood, sir. It's taken me ten years to infiltrate the company, and I succeeded."

"Yes. Yes, you did," Halpen agreed calmly. Then, as Ryder began to smile proudly, Halpen surprised them all and pushed Ryder over the railing. Audrey rushed forward, knowing that she was too late to help him, and leaned over the railing. She watched as a screaming Ryder was absorbed into the Ood brain.

Donna gasped, "You murdered him.

"Very observant, Ginger," Halpen said, pointing the gun at them again. Audrey moved Donna so that the woman was standing behind her and the Doctor, "Now, then. Can't say I've ever shot anyone before. Can't say I'm going to like it. But er, it's not exactly a normal day, is it? Still."

"Would you like a drink, sir?" Ood Sigma interrupted.

"I think hair loss is the least of my problems right now, thanks," Halpen dismissed.

"Please have a drink, sir," Ood Sigma insisted. He moved to stand in between them and Halpen, holding a small glass.

"If- if you're going to stand in their way, I'll shoot you too."

"Please have a drink, sir."

The Doctor put a hand on Ood Sigma's shoulder, ready to move him out of the way if Halpen started shooting. Audrey noticed again how Halpen was having trouble forming his words, but now his whole face was twitching and it seemed like it was an effort even to breathe.

"Have- have you poisoned me?" Halpen started, looking at the drink Ood Sigma was handing him. The hand that was holding the gun started to shake and Halpen covered it with his other.

"Natural Ood must never kill, sir," Ood Sigma replied.

"What is that stuff?" The Doctor asked, peering over Ood Sigma's shoulder.

"Ood graft suspended in a biological compound, sir."

"What the hell does that mean?" Halpen cried.

"Oh, dear," The Doctor said, "Funny thing, the subconscious. Takes all sorts of shapes. Came out in the red eye as revenge, came out in the rabid Ood as anger, and then there was patience. All that intelligence and mercy, focused on Ood Sigma. How's the hair loss, Mister Halpen?"

Instinctively, Halpen ran a hand over his nearly bald head. When he pulled his hand back, a chunk of hair came away with it. He gripped it tightly in his hands, looking up at Ood Sigma in fear.

"What have you done?"

"Oh, they've been preparing you for a very long time. And now you're standing next to the Ood Brain, Mister Halpen. Can you hear it? Listen."

"What have you- I'm not…"

Halpen stopped in his tracks as his face went blank. Ood Sigma approached him as Halpen dropped the gun as raised his hands to his face. Slowly, Halpen peeled the skin away from his face and tentacles spilled out of his mouth. When he stood up again, there was an Ood standing in his place.

"What the hell just happened?" Audrey muttered, her face twisted up in disgust.

"They- they turned him into an Ood?" Donna questioned, her voice shaky from surprise. Naturally, the Doctor didn't look surprised one bit.

"Yep."

"He's an Ood."

"I noticed."

Halpen let a noise that was somewhat similar to a wail. Then, he sneezed and a small hind brain fell into his open hands.

"Oh, my God," Audrey breathed, "That's got to be the living, breathing definition of irony."

"He has become Oodkind, and we will take care of him," Ood Sigma told them simply. Audrey had to admire had ready they were to accept and forgive Mister Halpen even after all that he'd done. Although, Audrey supposed that being turned into a Ood was punishment enough in Mister Halpen's eyes.

Donna sighed, "It's weird, being with you two. I can't tell what's right and what's wrong anymore."

"It's better that way," The Doctor told her, "People who know for certain tend to be like Mister Halpen."

There was a series of beeps, which made the Doctor rush over to the railing where the explosives were lined up. He quickly deactivated them and then rushed over to the control panel.

"That's better. And now, Sigma, would you allow me the honor?"

"It is yours, Doctor."

"Oh, yes! Stifled for two hundred years, but not anymore. The circle is broken. The Ood can sing," The Doctor announced, excitedly, as he shut down the controls.

The Ood song changed then. It was no longer the song of captivity that Audrey had been hearing since they landed, it was a happy song, ne filled with joy. It started out softly before rising in volume, like the Ood were shouting with happiness.

"I can hear it!" Donna cried, grinning widely at Audrey and the Doctor.

Audrey smiled back, "It's incredible."

* * *

After the fighting had stopped, the three of them returned back to the TARDIS with a small group of Ood. They stood on the cliff again as the Ood thanked them.

"The message has gone out," The Doctor announced happily, "That song resonated across the galaxies. Everyone heard it. Everyone knows. The rockets are bringing them back. The Ood are coming home."

"We thank you, Doctor Donna, Audrey, friends of Oodkind. And what of you now? Will you stay? There is room in the song for you," Ood Sigma told them kindly.

The Doctor nodded towards the TARDIS, "Oh, I've-I've sort of got a song of my own, thanks."

"I think your song must end soon."

"Meaning?"

"Every song must end."

"Well, thanks, Mister Cryptic and Creepy," Audrey said, smiling uneasily, "Your comments have been duly noted."

"Yeah. Er, what about you? You still want to go home?" The Doctor asked, turning to Donna. Audrey silently hoped the woman would stay, but would understand if she didn't. It was a scary life and everything was so uncertain. Audrey might not have a choice in living it or not, but Donna did. Although, Audrey really liked her attitude and thought she was fun to have around.

Donna smiled, "No. Definitely not."

"Oh, that's a relief," Audrey sighed dramatically, "I don't think I could handle him on my own."

"Hey!" The Doctor objected. Audrey rolled her eyes at him and poked him playfully in the side.

"You know I'm only joking. I've not got much of a choice, remember?"

"Off we go then," The Doctor said, looking back to the Ood to say goodbye. In unison, the Ood raised their hands to the sky.

"Take this song with you," Ood Sigma said as the Ood song grew louder.

"We will."

"Always."

"And know this, Doctor Donna and Audrey. You will never be forgotten. Our children will sing of the Doctor Donna and Audrey, and our children's children, and the wind and the ice and the snow will carry your names forever."

The three of them waved goodbye to the Ood and retreated back into the TARDIS. Even once the doors closed, Audrey could still hear the Ood song ringing in her head and she smiled.

* * *

A few hours later, Audrey was sitting on the captain's chair in the console room with a book in her hands. The lights were dimmer than usual, though there was still enough light for Audrey to read. Audrey had come back to the console room after she had showered and changed into clean clothes and found it empty. Donna and the Doctor were either asleep or off doing their own things somewhere else in the TARDIS.

There was something comforting about the presence of the TARDIS, Audrey had realized. She didn't know what it was, but Audrey always felt better here. She would send Audrey hums every now and then, almost like she was checking on her, and they made Audrey feel comforted and safe.

Suddenly, two hands landed on her shoulders, making Audrey jump. Her shoulders were stiff and it was hard to breathe for a moment, but she slowly relaxed when she realized it was just the Doctor.

"Good book?" He asked quietly as he leaned over her shoulder. Audrey registered his words in her mind, but couldn't put together a response. She was too distracted by the feeling of his thumbs rubbing familiar circles into the skin of her shoulders that wasn't covered by her tank top.

Audrey cleared her throat, shaking the thoughts out of her head. Twisting around so that she could face him, she showed him the front cover of the book: The Wizard of Oz.

"Yeah. It was my-" Audrey started.

"Favorite story as a kid," They both finished together.

"It creeps me out when you do that," Audrey told him, but she was laughing.

The Doctor gave her a sheepish smile. "Sorry."

Audrey made room for him on the seat, ushering him to sit down instead of hovering over her. The space wasn't very big, so the entire side of their bodies was pressed against each other. It was hard to ignore that bit of information as she looked back down at the book.

"My brother, Reed, used to read this book to me all the time. He had memorized almost half of it by the time he was eight," Audrey said to the Doctor. "He was always good at remembering things, especially words. I think most of it was to show off, but it always amazed me."

When Audrey looked over at the Doctor, he had a funny little smile on his face. Audrey furrowed her eyebrows at him in confusion.

"Why're you looking at me like that?" She asked.

He shrugged, "I like hearing you talk about your family."

Audrey was surprised. "You do?"

"They're such a big part of your life, such an important part too. Even though I've known you for so long, that part of your life is still a mystery to me. It's something that I'll never be a part of. So, I like learning as much about it as I can."

Audrey thought about this for a moment, unsure what to make of it. There were parts of her life that the Doctor hadn't been a part of that she wished he had. She wished he could've met her family, her siblings especially. However, being a part of that life came with too much that Audrey wanted to keep him away from. She had to push away the thought of a particular part of her life that she was glad he had never been a part of.

She was pulled out of her thoughts when the Doctor reached up to push a strand of hair back behind her ear. His hand lingered on the side of her face, cupping it gently as he smiled at her again.

"Plus," He continued, "You always seem happier when you talk about them. I love seeing your eyes light up like that."

How could someone like the Doctor, who was so kind and generous and _decent_ , look at her the way he was now? Why did he listen to her stories and take her places just to see her smile? What could she have done to deserve someone like him in her life?

"That's…that's really sweet, Doctor. Thank you," Audrey responded sincerely. She let herself lean into his touch, relishing in the moment for just a little while longer.

She knew that she'd have to stop it before it became anything too serious, but she was too selfish to let right now be that moment.


	18. Girl in the Fireplace - Part 1

Hello! I don't have much to say before this chapter other than I hope you enjoy!

Replies to Comments:

Rosealyn: As always, love your comments. I'm glad you're rooting for them (even though they're frustrating sometimes) but you're right, someone definitely would have gotten smacked. Hope you like this chapter!

Ambray: I appreciate the honesty! Not a lot of people will give genuine criticism like this (and in a polite and constructive way too), so thank you. Sorry, if this reply becomes a bit long. Originals are something I've really wanted to do, the first one is after this episode, so not the chapter after this, but the next one after that (I didn't explain that well, the chapter posted next Sunday). It's not an adventure, per say, but it's a chapter that doesn't revolve around an episode. The originals chapters will be somewhat divided into two categories: little normal interludes where there is no running or danger, and then ones that are more like DW episodes that have all that. The small scenes were kinda to test the waters a bit, you know? I have these ideas for original episodes that will be further down the line, but I needed to throw in smaller bits first to see if people would actually want to see original things. For me, the biggest obstacle in writing original episodes is keeping them in character enough to where it still feels like Doctor Who, and trying it out with smaller scenes like the one in the beginning of Planet of the Ood - Part One was my way of experimenting with that. That scene was my way of testing if people wanted to see original adventures with Audrey or not and whether they liked them. I'm actually really glad you said something like this because it makes me realize that people DO want to see the original bits, so thank you. I really hope this doesn't come off as defensive or anything, I truly appreciate your comment and I wanted to give you thoughtful reply so that you knew I wasn't ignoring the criticism. Hope you like this chapter!

* * *

Speechlessness wasn't something that struck Audrey often. She was always the boisterous one, the teasing one, even in instances where she didn't understand something or was caught off guard. In fact, in those situations she talked even _more_ than normal because she had a bad habit of rambling when she was nervous.

That being said, the moment that the Doctor tossed her his sonic screwdriver and yelled out some setting for it, she was absolutely lost for words.

They were on opposite sides of a hallway, a solid barrier slowly lowering itself in between them from the ceiling. If the Doctor didn't make it to her side, the side where the TARDIS was, he'd be stuck when the whole building went up in flames like they'd planned. She stood there, urging him to run as fast as possible, when suddenly she caught sight of his sonic screwdriver rolling underneath the barrier and heard him shout some sort of direction or setting.

Her hand grabbed it before she could really event think about it. Once it was in her hand, though, she was confronted with the fact that she had no idea how to use. She stared down at it with a blank look on her face, then looked up at the Doctor. There was a flash of something in his eyes when he must've realized she wasn't a version of herself that would understand what he wanted her to do. In a brief moment of panic, Audrey fumbled with the device, nearly dropping it in the process, and pointed it at the barrier.

When it made it's usual buzzing noise accompanied by the light and everything, Audrey was sure that, by some stroke of luck, she'd done it. Except the barrier didn't stop. It continued to lower. By now it was only a few feet off the ground. She could hear the Doctor's footsteps pounding on the floor, even over all the other noise in the building, and she felt her heart beating out a similar frantic rhythm.

"No, no, no," Audrey muttered to herself as she tried again. And again.

A moment before the barrier would have sealed itself, the Doctor threw himself to the ground and rolled underneath in the small space that was left. Audrey wasn't even sure how he had managed to do it. She didn't have much time to dwell on it, however, because the second he was back on his feet, they were back to running. There was still some distance to cross before they made it to the TARDIS.

They had shut the doors behind them and piloted the TARDIS away without a single moment to spare. In all the chaos, Audrey hadn't even realized she was still holding onto the Doctor's screwdriver until he asked for it back.

"I…I'm sorry," Audrey told him, "I-I didn't know what to do."

"No, no. It's not your fault," The Doctor assured her, "You, well, future you that is, always has one so it's just a habit, I suppose."

"What, you mean I have a sonic screwdriver in the future?" Audrey asked.

"Spoilers," The Doctor answered, half-heartedly.

In normal circumstances, the word 'spoilers' was enough to ward off any of Audrey's remaining questions. She knew it was boundary they couldn't cross, and, in most cases, she respected that. This was different.

Spoilers usually meant she was out of the loop on a joke. Or she didn't understand a reference to an adventure she hadn't been on yet. This time, her lack of information meant that the Doctor had nearly died. She didn't want to feel like the only time she was useful was when she was a different version of herself. She couldn't wait to be that person to be helpful on adventures.

And, after all, if she had one in the future, they had to start somewhere, right?

* * *

That's how they ended up here.

It was a room all the way at the end of the same hall Audrey's room was in. The door led to a long, narrow room that was stuffed to the brim with s _tuff._ Upon further investigation, Audrey saw that most it wasn't junk, as she had first assumed, but rather bits and pieces of metal and wire. Both walls were lined with cubby-like shelves that went all the way to the ceiling. A rectangular table with two bench seats was in the center of the room. _This_ , she realized, was the Doctor's workshop. It must be.

The Doctor whirled around the room, picking out the things he might need and placing them on the table. Audrey sat on the bench, watching as he used a step ladder to reach a cubby towards the top of one shelf. It was a rickety, wooden ladder that wobbled when he leaned too far, but he didn't seem to notice.

"Future you never told me where you got the sonic from," The Doctor said to her over his shoulder, "I never thought to ask, really."

"So, what does it _really_ do? Can it do anything?" Audrey wondered, "Is it like a magic wand? Because with the way you wave it around-"

"Hand me that bit, there."

"Oh, right."

Audrey grabbed the thing the Doctor was referring to and gave it to him. He hauled all of the things he had gathered to the table and sat down on one of the benches. Almost instantly, he was absorbed in the task at hand. Audrey leaned over his shoulder, trying not to hover, but being too curious to just look away. The Doctor glanced up at her as if he could sense her thoughts. Struggling to keep her questions at bay for a moment longer, Audrey looked at him with pleading eyes.

"Okay, but, so what is it _made_ of?" Audrey asked, "Because it's obviously made out of something, but what? What could make it do all those things?"

The Doctor waved her over. Audrey perched herself on the bench next to him and watched in fascination as he pointed out each of the functions and answered all her questions. It fed the seemingly endless curiosity inside of her, and the Doctor seemed excited enough to be able to share his knowledge with someone who was eager to learn.

Audrey didn't know how long they stayed there, working. The Doctor switched between explaining the process to her and handing it over for her to do herself. In her head, the sonic screwdriver had been this tool that could practically do whatever you needed to, and it was, but knowing the reasons behind it made it so much cooler to her.

"Did I-" Audrey cut herself off as she assembled the last piece and then her eyes darted to the Doctor.

He beamed at her proudly, "You did it!"

A now finished sonic screwdriver sat on the table in front of them. Its case was darker gray than the Doctor's and was different enough that it felt like hers. She pressed the button the side, jumping slightly when it buzzed and gave off a glow that was very faintly tinged with a purple color.

"Now, time for the real test," The Doctor declared as he bounded over to the door.

"What do you- Doctor?" Audrey called as he left the room and shut the door behind him. Before she could go to open it, Audrey heard the familiar buzzing sound of the Doctor's own sonic from the other side.

"Unlock it," The Doctor said from the other side, his voice slightly muffled, "Just like I showed you."

Audrey rolled her shoulders back and shook out her arms. This should be easy. Surely, after working to understand the way it worked Audrey would be able to use it. And this time there was no pressure of someone's life being in danger, either.

Moments later, the door swung open. At first, Audrey was wide eyed and surprised that she had managed to do it, then her face stretched into a triumphant grin as she held up the sonic for the Doctor to see.

"I did it!" Audrey exclaimed.

"Brilliant!" The Doctor said proudly.

She looked down at the sonic in her hands. The Doctor had used his sonic screwdriver on most of their adventures, but this was different, this was hers. It was something that tied her to this world, something that distinguished her from the woman she was before.

Something so simple was enough to shift her whole perspective. She imagined herself trying to explain the use of sonic screwdriver to Phoebe and Reed. It should be as foreign to her as it would be to them, but it wasn't. This universe had given her so many new things in the space of only a week or so and, surprisingly, she was adjusting. Everyday Audrey was losing bits of herself to make room for the new Audrey, the one that got pulled around the Doctor's time line, the one that faced enemies with ease, the one that had a sonic screwdriver.

Maybe it a was a good thing. After all, if she didn't adapt to this life, there'd be consequences. Deadly ones. Yet, it still felt like a loss. Old Audrey wasn't great, but that's who she had been for so long, was it wrong to try being someone new?

"Audrey?" The Doctor asked when he noticed how distant she became.

Audrey shook the thought out of her head, "Yeah, yeah, I'm fine. Thank you, for this. I don't actually know how to do anything other than unlock a door, so I don't know how much help I'll be, but, you know…"

"Oh, you'll be fine," The Doctor said, waving off her concerns, "We can work on the more complicated stuff later. Besides, you'll have plenty of time to practice."

"Is that a spoiler?"

"Just a tiny one."

* * *

Rose and Mickey joined them soon after they had finished the sonic. The happy couple had been catching a few hours of sleep before the next adventure, while Audrey and the Doctor had snuck off to have an adventure of their own. Audrey had been surprised that they were still asleep when they had gotten back to the TARDIS, but she supposed that had been a good thing because they spent more time than she had realized in the workshop.

Mickey had been introduced to Audrey when she had first arrived, the night before. It had confused her at first because she hadn't realized Rose had a boyfriend, in fact she couldn't even remember Rose mentioning Mickey at all. She didn't mention this, though, because Rose seemed so happy to have him around and to be sharing this experience with him.

"So, where we off to today?" Rose questioned, bouncing on the balls of her feet next to Audrey at the console of the TARDIS. "Got to be something amazing for Mickey's first trip."

"Everything's amazing when you've got the whole universe to explore," Audrey pointed out as she bumped her hip with Rose's and sent the Doctor a smile, "Isn't that right, Doctor?"

"Absolutely," He agreed. "So, Mickey Smith, where do you wanna go?"

* * *

The TARDIS hadn't even landed before Rose and Mickey were hovering over the doors, the latter bouncing on the balls of his feet excitedly while Rose tried to contain her giggles. As soon as the Doctor had given them the go ahead, they threw open the doors. Audrey and the Doctor lingered behind them, sharing an amused look.

They stepped out into a room with high ceilings and little lighting. Lining the room on one side was a series of white, glowing panels that gave them just enough light to navigate through the mess of wires scattered on the floor. In the center of the room was a large console, it's equipment broken and strewn around the room.

"It's a space ship. Brilliant!" Mickey breathed, looking around in disbelief. "I got a spaceship on my first go!"

"Doesn't look like anyone's home," Audrey commented as she side stepped a bit of wire lying on the ground. She ran a finger over the top of the console and then observed the thin layer of dust that had gathered there.

"Nah, nothing here," The Doctor agreed, "Well, nothing dangerous. Well, not that dangerous." At this, Audrey sent him a doubting look that made him rethink his answer. "You know what, I'll just have a quick scan, in case there's anything dangerous."

"So, what's the date? How far have we gone?" Rose asked.

"About three thousand years into your future, give or take."

The Doctor walked to the console and twisted a switch. The lights around them powered on with a mechanic whirring sound and the panels on the ceiling pulled back to reveal something similar to a sun roof. Through it they could see the beautiful colors of the stars above them. Mickey stared at it openmouthed and Audrey couldn't help but feeling a similar sense of amazement even though this wasn't her first time seeing such a sight. Out of all the things she had seen with the Doctor, Audrey's favorite moments were those when she was able to see the stars closer than she ever dreamed she would've been able to.

"Fifty first century. Diagmar Cluster, you're a long way from home, Mickey. Two and a half galaxies," The Doctor informed the other man. The words, however, seemed to be lost on Mickey who was still trying to take everything in all at once. He stumbled over to the window of the ship so he could get a better look at the stars and Rose followed, squeezing his shoulders.

"Mickey Smith, meet the universe. See anything you like?"

"It's so realistic!" Mickey exclaimed.

"What'd you expect?" Audrey teased. From behind them, the Doctor let out a low whistle. He was still standing at the console, pulling bunches of wires out and examining them.

"Dear me, had some cowboys in here. Got a ton of repair work going on. Now that's odd. Look at that," He told the group, drawing their attention to a computer monitor that was displaying an image of the entire ship. "All the warp engines are going. Full capacity. There's enough power running through this ship to punch a hole in the universe, but we're not moving. So, where's all that power going?"

Audrey frowned, looking around, "And where's the crew?"

"Good question. No life readings on board."

"Well, we're in deep space. They didn't just nip out for a quick fag," Rose pointed out while the Doctor fiddled with the controls.

"No, I've checked all the smoking pods. Can you smell that?" The Doctor questioned. All four of them inhaled deeply and Rose nodded.

"Yeah, someone's cooking," She replied.

"Sunday roast, definitely," Mickey agreed, just as a door slid open from behind them. On the other side was a medium sized room that was completely empty save for a few bits of machinery and an old-fashioned fireplace that had a fire going inside of it.

"Well, there's something you don't see in your average spaceship," The Doctor remarked, moving closer so he could examine it, "Eighteenth century. French. Nice mantle. Not a hologram," He and Audrey bent down in front of it, feeling the heat that radiated from the burning wood, "It's not even a reproduction. This actually is an eighteenth-century French fireplace. Double sided. There's another room through there."

"What for?" Audrey asked and the Doctor shrugged.

Meanwhile, Rose was standing at a window that was set into the wall right next to the fireplace. She looked through the glass to see the stars on the other side of it.

"There can't be," Rose protested. "That's the outer hull of the ship. Look."

"Oh, hello," Audrey greeted as a young girl kneeled down on the other side of the fireplace. She was dressed in a plain nightgown and had long, blonde hair that hung around her face loosely.

The little girl's eyebrows furrowed as she stared at the two people on the other side of her fireplace, two others joining them.

"Hello," The girl replied, uncertain.

"What's your name?" The Doctor asked.

"Reinette."

"Ah, Reinette that's a lovely name," Audrey told her, kindly, "Tell me, where are you at the moment, Reinette?"

"In my bedroom," Reinette answered simply.

"And where's your bedroom? Where do you live, Reinette?" The Doctor questioned and Reinette stared at him in confusion.

"Paris, of course."

"Paris, right," Audrey said, looking over at the Doctor. What was a portal to France doing on a spaceship? And why was there a little girl involved?

"Madame, Monsieur, what are you doing in my fireplace?" Reinette inquired. Audrey looked to the Doctor, knowing that he was usually better at making up excuses in instances like these.

"Oh, it's just a routine… fire check," He responded and Audrey rolled her eyes. Right, well, she had said _usually_ better, "Can you tell me what year it is?"

"Of course, I can. Seventeen hundred and twenty-seven," Reinette replied, making Audrey raise her eyebrows. So not only was it a portal to France but a portal to France from the past? The Doctor seemed to be just as surprised as she was but there was an underlying feeling of excitement to it as well.

"Right, lovely. One of my favorites. August is rubbish though. Stay indoors. Okay, that's all for now. Thanks for your help. Hope you enjoy the rest of the fire. Night night," The Doctor said, standing up while Audrey waved to the little girl and joined him.

"Good night, Monsieur, Madame," Reinette called after them.

"You said this was the fifty first century," Mickey pointed out and the Doctor shrugged.

"I also said this ship was generating enough power to punch a hole in the universe," He countered, "I think we just found the hole. Must be a spatio-temporal hyperlink."

"What's that?"

"No idea. Just made it up. Didn't want to say magic door."

"I think magic door sounds a bit better. Less pretentious," Audrey commented, patting his arm.

"And on the other side of the magic door is France in 1727?" Rose asked.

"Well, she was speaking French. Right period French, too."

"She was speaking English, I heard her," Mickey protested as the Doctor stripped off his coat and threw it down.

"That's the TARDIS. Translates for you," Rose informed him, putting her arm around his shoulders.

"Even French?"

"Yeah."

"Gotcha!" The Doctor cried as he found a switch on the side of the fireplace that rotated it. Audrey, who had been leaning against the mantle let out a yelp of surprise when it started to move underneath her and instinctively latched one hand onto the surface behind her and one hand on the Doctor's arm.

Audrey could hear Rose calling out for them as the fireplace spun around and they landed in another room. It was dark, the only light coming from the window where snow was falling lightly. Around the room there were a few toys here and there, like a dollhouse in one corner and a rocking horse in the other, this was obviously the bedroom of a young child.

Then, Audrey's attention was drawn to the center of the room where the girl from before, Reinette, was sleeping peacefully. Audrey turned to look behind them, seeing that the fireplace had fixed itself with them on the wrong side. Briefly, the thought of them being able to get back ran through her mind.

"What happened, Doctor?" Audrey whispered, trying not to wake Reinette. The Doctor moved around the room quietly and carefully pulled back the curtains to look outside, seeing the correct period of France they had spoken about before. Suddenly, Reinette sat up in bed with a gasp at seeing the man and woman from the fireplace in her bedroom.

"It's okay," The Doctor reassured her. "Don't scream. It's us. It's the fireplace people. Look We were talking just a moment ago. We were in your fireplace."

The Doctor pulled Audrey over to the bed by the hand and used his screwdriver to light a candle so Reinette could see them properly.

"Monsieur, that was weeks ago. That was months," Reinette said, making the Doctor tilt his head in confusion. He walked back over to the fireplace and knocked on the wooden mantel a few times.

"'S alright, love. We're not going to hurt you," Audrey assured her with a smile. Reinette seemed reluctant to take a stranger's word for it, especially when that stranger was in her bedroom in the middle of the night, but she did seem to be eased somewhat.

"Okay, that's scary," The Doctor commented. He stood at the mantel, observing an ornate clock that Audrey could hear ticking from the other side of the room.

"You're scared of a broken clock?" Reinette asked.

"Just a bit scared, yeah. Just a little tiny bit," The Doctor told her, glancing around the rest of the room, "Because, you see, if this clock's broken, and it's the only clock in the room…"

"Then what's ticking?" Audrey finished as she realized what the Doctor meant. She looked around the room, searching for any sign of something they might have missed, a toy of Reinette's perhaps, that could've been the source. She came up empty-handed.

"Because, you see, that's not a clock. You can tell by the resonance. Too big. Six feet, I'd say. The size of a man."

Reinette's eyes widened, "What is it?"

"Now, let's think. If you were a thing that ticked and you were hiding in someone's bedroom, first thing you do, break the clock. No one notices the sound of one clock ticking, but two? You might start to wonder if you're really alone."

The Doctor took careful steps towards the bed where Audrey and Reinette sat. He bent down right next to Audrey and looked up at Reinette.

"Stay on the bed. Right in the middle. Don't put your hands or feet over the edge," The Doctor instructed, before turning to Audrey, "Audrey, stay with me."

As the Doctor leaned over to look under the bed, Audrey caught Reinette's gaze. She could see that the young girl was frightened and knew that if the Doctor was worried, there was all the reasons in the world to be scared of what might happen. Audrey took the girl's hands in hers, trying to ignore the sound of the Doctor's screwdriver as he scanned under the bed.

"Just focus on me, love. I won't let the monsters get you," Audrey told Reinette sincerely. The young girl nodded, staring pointedly at Audrey's face to distract herself from what was happening.

The whirring noise of the Doctor's screwdriver continued for a moment more before there was a smack and the Doctor shuffled backwards, away from the bed. Audrey fought the instinct to move away or to look up, instead giving a small smile to Reinette to keep the girl's attention.

"Reinette," The Doctor murmured as he sat up, "Don't look 'round."

Reinette's eyes widened, gaze flickering away from them like she was about to do just as the Doctor warned her not to. Audrey squeezed the girl's hand, reeling her back in.

"You, stay exactly where you are," The Doctor commanded, looking over Reinette's shoulder at the creature Audrey was trying not to look at. He stared at it for a moment before bending down and putting his hands on the sides of Reinette's head, "Hold still, let me look."

The Doctor looked into her eyes then back up at the creature, "You've been scanning her brain. What, you've crossed two galaxies and thousands of years just to scan a child's brain? What could there be in a little girl's mind worth blowing a hole in the universe?"

"I don't understand. It wants me?" Reinette asked them, before turning to look at the creature, "You want me?"

Audrey finally allowed herself to get a good look at it. Standing behind the bed was a human-like shape dressed in this era clothing and a curly wig. It had a smiling porcelain face that reminded Audrey of Liz Ten's mask from Starship U.K.

"Not yet. You are incomplete," The creature spoke, it's voice mechanical and robotic.

"What do you mean incomplete?" Audrey questioned. When the machine didn't answer her, she narrowed her eyes, "Come, now. Don't be shy. You answered her question, now answer mine."

The Doctor pointed his sonic screwdriver at the droid, causing it to move around the side of the bed. Its movements were jerky and uncoordinated and they made the ticking noise from earlier become even louder. The droid stopped just in front of the Doctor as it extended its hand, a blade stuck to the end of it. The blade stopped just beneath the Doctor's chin but he didn't move or lower his screwdriver.

"Monsieur, be careful," Reinette cried, scrambling to the edge of her bed.

"This isn't real, Reinette," Audrey told her softly as she stood up, "Just go back to sleep and you'll forget it all in the morning. Just a nightmare, a silly nightmare."

The droid had been distracted enough with the Doctor that Audrey managed to get right behind it, pointing her own screwdriver at its head.

 _Just point and think,_ Audrey heard the Doctor's voice from earlier in her head. She pointed the tool at the droid and hoped for the best. Her screwdriver made a similar sound to the Doctor's and the droid jerked suddenly, it's arm falling back to its side for a moment. The Doctor looked over at her surprised, but neither of them had barely a moment in between before it had whirled around and was now slashing its knife at Audrey.

"Madame!" Reinette warned.

"Just a nightmare!" Audrey reminded her, ducking out of the way, "It'll all be over soon."

"Even monsters from under the bed have nightmares, don't you, monster?" The Doctor asked, pulling Audrey to his side as they both backed up against the fireplace. The droid swung its blade through the air but they managed to move out of the way and the blade was stuck in the wood of the mantle.

"What do monsters have nightmares about?"

The Doctor laughed, "Us!"

The Doctor pulled on something underneath the mantle, making it swirl around again. Suddenly, they were back in the futuristic ship with Rose calling out their names as she spotted them. He wasted no time rushing over to a rack holding strange looking guns and firing the contents of it on the android. The white smoke dissolved into the air after a few seconds, leaving the droid frozen in its place.

"Excellent. Ice gun," Mickey cheered.

Audrey gave him a small shrug, "More like fire extinguisher."

"Where did that thing come from?" Rose questioned, looking over the android in French costume.

"Here."

"So why's it dressed like that?"

"Field trip to France. Some kind of basic camouflage protocol. Nice needlework, shame about the face," The Doctor replied, pushing the mask and wig off the droid to reveal a see through head with golden clockwork ticking away on the inside, "Oh, you are beautiful!"

The Doctor pulled out a pair of glasses that Audrey had never seen and slid them onto his face. She was distracted for a moment as she stared at him. Blimey, forget about the intricate clockwork android from space, the Doctor in glasses was the most interesting thing she had seen all day. And certainly the most attractive.

"You're gorgeous! Look at that. Space age clockwork, I love it. I've got chills!" The Doctor exclaimed, examining the droid closely, "Listen, seriously, I mean this from the heart, and, by the way, count those, it would be a crime, it would be an act of vandalism to disassemble you. But that won't stop me."

Before the Doctor could make good on his word, the android tilted its head and beamed away in a golden light.

"Short range teleport. Can't have got far. Could still be on board."

"What is it?" Rose asked.

"Don't go looking for it," The Doctor told her firmly, going back to the fireplace.

"Where're you going?"

"Back in a sec," He said, in place of an answer, "Audrey, coming?"

Audrey shook her head, "I think I'll stay here this time, Doctor."

"Don't go getting into any trouble," He said, pointing at her. Audrey rolled her eyes as the Doctor disappeared around the other side of the fireplace.

Rose shifted the fire extinguisher that the Doctor had thrust into her arms earlier until she was holding it like a weapon. When she looked up at Mickey, he was eyeing her with wide eyes.

"He said not to look for it," Mickey reminded them, though he was met with two blank looks. It took him a moment before he caught on and moved to get another extinguisher from the rack. When he offered one to Audrey, she held up her screwdriver as if that was answer enough.

"Now he gets it," Audrey grinned as the three of them moved through the hallways of the ship, looking for any sign of the android.

* * *

"For God's sake, you're going to hurt yourself, Mick," Audrey told him, pushing him out the way with her foot when he rolled through the corridor like a movie spy. He ignored her, holding his fire extinguisher like a gun as he aimed it around the corner.

Mickey stood back up as they approached a camera at the top of the wall, in place of a lens was a realistic looking eye.

"Are you looking at me?" Mickey asked, puffing out his chest. IN response, the camera zoomed down from its position and examined him an inch from his face. Mickey let out a rather unmanly shriek.

"Cool it, tough guy," Audrey laughed, pulling him away from the camera.

"But it's looking at me!" Mickey protested as Rose approached, "Rose, come here. Look at this. That's an eye in there. That's a real eye."

The eye moved back to its original position as they all eyed it in a cross between curiosity and apprehension. From somewhere in the corridor a thumping sound could be heard. Rose leaned forward, opening a hatch on the wall.

"What is that? What's that in the middle there? Looks like it's wired in," Mickey observed, peering into the hole. Rose and Mickey moved out of the way so Audrey could get a look.

She bent down to see a small lump of something red, a ton of wires running through the middle of it. The first though that came to her mind wasn't one she wanted to think about, so she scanned the hatch with her sonic just to make sure. She wasn't as familiar too familiar with the tool, but she was beginning to understand the basic readings, especially when she already had an idea of what it was herself. Audrey moved back to see the other two looking at her for answers.

"This next bit, it's a little unpleasant," Audrey winced, "It's a heart. A human heart wired into the ship."

"A heart," Rose repeated slowly, Audrey nodded, "Right."

"Come on, now. The Doctor's probably back by now. We should find him before he gets himself into more trouble."

Audrey shut the hatch and turned to walk down the way they came, with the two of them trailing after her.

"Maybe it wasn't a real heart," Mickey suggested, hopefully.

Audrey shook her head, "'Fraid it was, Mickey boy."

"Is this, like, normal for you two?" Mickey questioned, incredulously, "Is this an average day?"

"Life with the Doctor, Mickey? No more average days," Rose responded casually. Audrey laughed, thinking that was a perfectly apt description for their life. They reached a break in the hallway with one side of the corridor covered in glass. Through that glass they could see a classically decorated room with yellow lighting coming from a few candles around the edges.

"It's France again. We can see France."

"I think we're looking through a mirror."

On the other side, three men entered the room. Two of them were wearing white powdered wigs and the third had dark slicked back hair and expensive looking clothes. The third seemed to be ordering the other two around, before he sauntered up to the mirror, standing right in front of them.

Mickey scoffed, "Blimey, look at this guy. Who does he think he is?"

"King of France," The voice of the Doctor answered from behind them. Audrey jumped slightly when she felt his hands fall onto her hips and his breath on her cheek. He was only leaning over her shoulder to see through the mirror, but she could feel the entire outline of his body pressed up against her back and it felt far too intimate.

"Oh, here's trouble," Rose teased, "What've you been up to?"

"Oh, this and that," The Doctor responded, his breath tickling the hairs on the back of Audrey's neck, "Became the imaginary friend of a French aristocrat, picked a fight with a clockwork man."

There was a neigh from behind them. Audrey wanted to turn around to see what it was, but it would be awkward to move in the position she was in.

"Oh, and I met a horse."

"What's a horse doing on a spaceship?" Mickey questioned.

"As opposed to pre-revolutionary France?" Audrey countered, raising an eyebrow at him.

"Get a little perspective. See these?" The Doctor pointed to the glass, "They're all over the place. On every deck. Gateways to history. But not just any old history. _Hers."_

They all turned their attention back to the glass where a blonde woman was walking through the doorway. She curtseyed to the King. Based on what the Doctor had said about multiple windows in history, Audrey assumed this was little Reinette all grown up.

"Time windows deliberately arranged along the life of one particular woman. A spaceship from the fifty-first century stalking a woman from the eighteenth. Why?"

"Who is she?" Rose asked, looking to the Doctor.

"Jeanne-Antoinette Poisson, known to her friends as Reinette. One of the most accomplished women who ever lived."

This time, Audrey didn't care about awkward positions, she twisted around completely in the Doctor's hold to give him a wide-eyed look. He didn't move back, despite the fact that her turning around brought them within inches of each other. His hair was sticking up more than usually and his lips seemed swollen.

"Hold on, hold on," She told him, holding a hand up, "You're telling me that we saved Madame de Pompadour?"

The Doctor grinned, "Oh, yes!"

"You're telling me you snogged Madame de Pompadour? I'm _so_ jealous."

The Doctor's eyes widened, "Well I didn't- she was the one who- I'm sorry. Honestly-"

"Why on Earth are you apologizing?" Audrey laughed, "Oh, you lucky thing. I wish _I_ had snogged Madame de Pompadour. Honestly, what a story to tell at parties."

"I- What?" The Doctor stuttered, mouth gaping. Audrey put a finger under his chin and pushed his mouth closed.

"Close your mouth, you idiot. You look like a fish."

Rose and Mickey were watching the display with barely contained amusement, with Mickey full on grinning. Rose was more used to the two of them and their interactions, but it never seemed to get old.

"How did you even know?" The Doctor questioned.

"Oh, come on. You're a bit obvious. I mean, you always have I-just-had-sex hair, but that…," Audrey said, gesturing to his head, "That's just ridiculous."

"So has she got plans of being the Queen, then?" Rose wondered, knowing the two of them would go on forever if she didn't distract them. The Doctor shook his head.

"No, he's already got a Queen. She's got plans of being his mistress."

"Oh, I get it. Camilla."

"I think this is the night they met. The night of the Yew Tree ball. In no time at flat, she'll get herself established as his official mistress, with her own rooms at the palace. Even her own title. Madame de Pompadour."

They were quiet for a moment as they watched Reinette walk up to the mirror, examining her reflection closely. Audrey was still in awe over the fact that she had met Madame de Pompadour, even if the woman was only a child when it happened.

"The Queen must have loved her," Rose observed sarcastically.

"She did, actually. They got on very well," Audrey told her, making Rose and Mickey look at her in surprise.

"The King's wife and the King's girlfriend?"

The Doctor shrugged, "France. It's a different planet."

Reinette turned around suddenly, calling out to a figure standing at the edge of the room. They couldn't hear what she had said from this side of the glass, but by the tense set of her shoulders, Audrey could assume Reinette didn't know the person. The figure approached Reinette, revealing itself to be the droid from before. The Doctor snatched the fire extinguisher from Mickey, pushing the mirror like a door until it allowed them passage into the other room.

"Hello, Reinette. Hasn't time flown?" The Doctor greeted, pushing past her to spray the droid with the extinguisher before tossing it back to Mickey.

"Fireplace man!" Reinette exclaimed, "And you, fireplace woman!"

"Hello, love. Long time now see," Audrey smiled, moving closer to the droid with the Doctor. The droid was frozen over, but still creaking with small movements, "What's it doing?"

"Switching back on. Melting the ice."

"And then what?"

"Then it kills everyone in the room," The Doctor replied, barely managing to dodge the swing of the droid's arm, "Focuses the mind, doesn't it? Who are you? Identify yourself."

When the droid ignored the Doctor's demands and only stared at him, he turned to Reinette.

"Order it to answer me," He told her, his voice taking on a slight whining tone.

Reinette looked baffled, "Why should it listen to me?"

"I don't know. It did when you were a child. Let's see if you've still got it."

"Answer his question. Answer any and all questions put to you," Reinette commanded. The droid was still for a moment before it lowered its arm and began to answer their questions.

"I am repair droid seven."

"What happened to the ship, then? There was a lot of damage."

"Ion storm. Eight-two percent systems failure."

"The ship hasn't moved in over a year," The Doctor pointed out, "What's taken you so long?"

"We did not have the parts," The droid answered, evenly.

Mickey laughed lightly from beside them, "Always comes down to that, doesn't it? The parts."

"The ship's abandoned. Where's the crew?" Audrey questioned, looking at the droid suspiciously. It said it was a repair droid, one of at least seven. There had to be others either in France or on the ship.

"We did not have the parts," The droid repeated.

"There should have been over fifty people on your ship. Where did they go?" The Doctor asked, but he only got the same answer repeated again and again until something seemed to click in his mind, "Fifty people don't just disappear. Where- oh. You didn't have the parts, so you used the crew."

"Of course," Audrey murmured. The Doctor looked over at her questioningly, "Earlier, before you found us, we found a camera with an eye. There was a heart too, a human heart, that was wired into part of the ship. It looked like they were trying to use it as power, but it wasn't working."

"It was just doing what it was programmed to do. Repairing the ship in any way it can, with whatever it could find. No one told it the crew weren't on the menu," The Doctor explained, "What did you say the flight deck smelt of?"

"Someone cooking," Rose said quietly, looking sick as she turned the news over in her head.

"Flesh plus heat. Barbeque." The Doctor turned to the droid, "But what are you doing here? You've opened up time windows. That takes colossal energy. Why come here? You could have gone to your repair yard. Instead you come to eighteenth century France? Why?"

"One more part is required," The droid informed them, looking pointedly over at Reinette.

Audrey raised an eyebrow, "Then why haven't you taken it? Don't tell me your waiting for a green light or something."

"She is incomplete."

"What, so, that's the plan, then. Just keep opening up more and more time windows, scanning her brain, checking to see if she's done yet."

"Why her?" Rose cut in, "You've got all of history to choose from. Why specifically her?"

"We are the same," The droid replied.

"We are not the same. We are in no sense the same," Reinette objected, looking offended that the clockwork creature had even suggested such a notion.

"We are the same," It insisted.

"Get out of here. Get out of here this instant!" Reinette demanded, taking a step towards the creature. Without questioning here, the droid used its teleport once again, the Doctor's protests against it leaving had no effect.

"It's back on the ship," The Doctor said, holding the window open for them, "Girls, take Mickey and Arthur. Get after it. Follow it. Don't approach it, just watch what it does."

"Arthur?" Rose questioned, furrowing her eyebrows.

"Good name for a horse," The Doctor told her, before Audrey shook her head firmly.

"No, you're not keeping the horse."

The Doctor turned to her, whining, "I let Rose keep Mickey. Nevermind. Now go! Go! Audrey, go with them. I'll be fine."

Audrey pointed her finger at him accusingly, "You better be."

The Doctor gave her a mock salute before ushering her through and onto the ship, closing the door after her.

Audrey could hear the faint voices of Rose and Mickey down the hall. Mickey was laughing, while Rose's voice was indignant. She smiled to herself, rushing to catch up with them. Just as she reached the two of them, she felt metal arms snake around her waist. She turned her head to the side just enough to see the face of an android. Oh, she had _known_ there would be more of them.

"Oi! You lot, put me down!" Audrey yelled, feeling the small prick of something against her neck, "Put me…"

The last thing she saw before passing out was Rose and Mickey struggling against two other androids.


	19. Girl in the Fireplace - Part 2

Hey guys! I've got a little something to talk about before we get to the replies. I've rewritten out a timeline for this story and even though I'm not doing every single episode, there are still _so many_ , and it's going to end up being a _very_ long story. What I think I'm going to do is split it up into multiple stories that are labeled as a series. If you guys would like to leave suggestions or opinions about that in the comments below, I'd be glad to know what you think about it. Also I've got a question for you guys at the end because you're replies to the last question were great. As always, let's get into the comments and I hope you like the chapter!

Replies to Comments:

 **GingerSnap07** : I'm glad you like it and I hope you enjoy this chapter!

* * *

"What's going on? Doctor? Audrey?"

Rose Tyler's frantic voice was what eventually stirred Audrey back into consciousness. At first, she couldn't remember passing out or why she felt so drowsy, then it slowly began coming back to her. Spaceship, portals to France, evil robotic crew. Or, you know, her average Wednesday.

"Argh. Yeah, I'm here, Rose," Audrey reassured her. She tried to rub her eyes but found that her hands were strapped down to a board, her back stiff straight. Great, she was hardly much help to anyone when she was just as trapped as the rest of them.

"Rose? They're going to chop us up, just like the crew. They're going to chop us up and stick us all over their stupid spaceship," Mickey rambled on from somewhere near them, "And where's the Doctor? Where's the precious Doctor now? He's been gone for flipping hours, that's where he is!"

Mechanical sounding footsteps drifted through the room, echoing due to the metal walls. With her restraints, Audrey's sight was limited to the ceiling above her and what she could make out in her peripheral vision. If she had to hazard a guess, though, it was the androids coming back into the room.

"Audrey, tell me you can get us out," Rose pleaded as the footsteps came closer.

Audrey hummed, stretching her fingers as far as they could reach along her side, "If I could just reach my screwdriver…"

An android loomed over her, "You are compatible."

"No thanks, mate. Kinda busy," Audrey told the droid as she struggled to reach her coat pocket. The android's blade extended from its hand, but Audrey didn't even glance at it.

 _If I could just reach it, we'd be out of these restraints in no time. Setting…shit,_ Audrey thought to herself, _what setting was it again?_

Audrey groaned in frustration as she realized her arms were too short to reach her sonic, anyways. She urged herself to think of another solution. Maybe she could keep them talking long enough to come up with something better, maybe she could…Ok, that blade was _really_ close to her face.

"No, don't!" Rose shouted in attempt to stop the android.

"It's all right, Rose," Audrey told the younger girl, "Just…maybe don't look?"

"Well, you might want to think about that. You really, really might, because the three of us, we didn't come here alone. Oh no," Rose tried to warn the android, a smug smirk playing on her lips like she knew something they didn't, "And trust me, if you hurt _her,_ you'll really be in for it."

Rose continued rambling, even as another droid held Audrey's head still against the board, "Ever heard of the Daleks? Remember them? They had a name for out friend. They had myths about him, and a name. They called him the…"

Rose trailed off. All of them went silent as they heard drunken singing filtering through the hallways of the ship. The droids didn't pay it any attention, but Audrey recognized the voice instantly. She hit her head lightly on the metal sheet behind her in annoyance.

"You've got to be kidding me," Audrey groaned, just as the Doctor made his way into the room. He was swaying as he walked and in one hand he held a goblet of wine that he was swinging around in the air as he danced his way across the room. Dark sunglasses covered his face and Audrey didn't even want to think about where he could've found those.

"Have you met the French?" The Doctor cried, throwing his head – which his tie was wrapped around – backwards with a laugh, "My god, they know how to party."

"Oh, look at what the cat dragged in. The Oncoming Storm," Rose drawled with a glare.

The Doctor rolled his eyes, "Oh, you sound just like your mother."

"Care to explain, hm? Where should you start?" Audrey questioned sarcastically, "How about the part where you left us to the murderous androids while you went off to get drunk with Madame de Pompadour? What have you been doing?"

"Well, among other things, I think I just invented the banana daiquiri a few centuries early. Do you know, they've never seen a banana before? Always take a banana to a party, bananas are good," The Doctor told them as he pulled out from the inside of his pocket.

The blade that was being held to Audrey's neck twitched, drawing the Doctor's attention to it.

"It's you. You're my favorite, you are. You are the best! Do you know why? Because you're so thick. You're Mister Thick Thick Thickity Thick Face from Thicktown, Thickania. And so's your dad. Do you know what they were scanning Reinette's braid for?" He asked, whirling around to direct his question to them all.

During his rant, Audrey didn't miss the way that the Doctor pointed his sonic behind his back at the droid holding the knife to Audrey's throat. The droid's arm sparked for a moment before it moved back to the droid's side. Audrey's eyes narrowed at the Doctor suspiciously. Right, that was too intentional for him to be that drunk.

"Her milometer. They want to know how old she is. Know why? Because this ship is thirty-seven years old, and they think that when Reinette is thirty seven, when she's complete, then her brain will be compatible. So, that's what you're missing, isn't it, hmm? Command circuit. Your computer. Your ship needs a brain. And for some reason, God knows what, only the brain of Madame de Pompadour will do."

"The braid is compatible," The main droid spoke.

"Compatible?" The Doctor questioned. He moved towards the droid and ripped it's wig off in one swift movement, "If you believe that, you probably believe this is a glass of wine."

The Doctor poured the liquid over the droid's head, some of it spilling into the inside of the clockwork structure. The golden workings seized up and the entire droid shut down.

"Multigrain anti-oil. If it moves, it doesn't," The Doctor supplied. The other droids took a threatening step towards him, but the Doctor leaned over the console and flipped a switch that shut them al down.

"You better get me out, Doctor," Audrey called from where she was sitting. The Doctor grinned at her, using the sonic to break her bonds. She turned to him with a smirk, "If you had gotten drunk with Madame de Pompadour without me, I would've given you such a smack."

"Yes, ma'am," The Doctor laughed, before turning to the others, "Right, you two, that's enough lying about. Time we got the rest of the ship turned off."

"Are those things safe?" Mickey questioned, eyeing the droids suspiciously.

"Yeah. Safe. Safe and thick, way I like them," The Doctor responded distractedly.

He removed the sunglasses from his face, plopping them onto the top of Audrey's head. They slipped off from where they were perched and fell down over her eyes. She laughed as she pushed them back up just in time to see the Doctor standing at the console.

"All the time windows are controlled from here. I need to close them all down. Zeus plugs. Where are my Zeus plugs? I had them a minute ago. I was using them as castanets."

"If Reinette needed to be thirty-seven in order for their plan to work, how come they didn't just open a time window to that date?" Audrey asked the Doctor.

"With the amount of damage to these circuits, they did well to hit the right century. Trial and error after that," The Doctor answered, "The windows aren't closing. Why won't they close?"

There was a sharp dinging sound that came from the console, making all four of them look around the room.

"What's that?"

"You've got mail," Audrey said in her best electronic voice, "Might be a message, from one of the others."

"Report from the field," The Doctor agreed, "One of them must still be out there with Reinette. That's why I can't close the windows. There's an override."

The main droid switched itself back on, standing up straight as the oil was expelled from its system through one finger.

"Well, that was a bit clever," The Doctor commented. Soon all the droids had come alive once more. "Right. Many things about this are not good. Message from one of your little friends? Anything interesting?"

"She is complete. It begins," The droid announced and they all teleported away.

"What's happening?" Rose asked.

"One of them must have found the right time window. Now it's time to send in the troops. And this time they're bringing back her head."

* * *

Footsteps echoed through the dark room, making Reinette turn around abruptly. The candlelight made it difficult to make out a face, but she could see the figures of two plainly dressed women as they approached her. One of them was unfamiliar to her and the other was someone she recognized well.

"Fireplace woman," Reinette breathed out, relieved to see her alive and well.

Audrey smiled kindly, "Hello again."

"Madame de Pompadour. Please, don't scream or anything. We haven't got a lot of time," Rose explained, "We've come to warn you that they'll be here in five years."

Reinette's eyebrows furrowed, "Five years?"

Audrey stepped forward, taking the woman's hands in hers like she had done as a child, "Sometime after your thirty-seventh birthday, those monsters from under your bed are going to come for you. There is no need to be frightened, we'll be there we you need us."

"When?"

"I don't have an exact date," Audrey told her, "It's all a bit scrambled. I'm sorry, it's hard to explain. I'm not very good at the explaining bit."

"Then be exact and I will be attentive," Reinette said.

"There isn't time," Rose cut in, shooting a worried glance to where they had come from. Reinette replied that there were five years, to which Rose responded, "For you. We haven't got five minutes."

"Then also be concise."

"Er, there's, say, a vessel, a ship, a sort of sky ship, and it's full of, well, you. Different bits of your life in different rooms, all jumbled up. I told you it was complicated. Sorry."

"There is a vessel in your world where the days of my life are pressed together like the chapters of a book, so that you may step from one to the other without increase of age while I, weary traveller, must always take the slower path," Reinette summed up, managing to give the simplest form of the story while also keeping it intact.

"I'm sorry," Audrey told her. Her attempt to be comforting only acted to confirm Reinette's fears.

"So, in five years these creatures will return. What can be done?"

"You won't be alone, Reinette," Audrey promised her, "Just keep them talking and we'll be there. We might be a little late, but we always get there in the end. Just keep them talking."

"Until?"

"Until the Doctor and I can get there."

"He's coming then?"

"We promise."

Reinette looked down sadly, "But he cannot also be here to make his promises in person."

"He'll be there when you need him. That's the way it's got to be," Rose told her.

"It's the way it's always been. The monsters and the Doctor. It seems you cannot have one without the other."

It was strange to Audrey that Reinette, someone who from their point of view had known the Doctor less than a day, was able to figure out that this was the way he lived his life. Then again, she'd picked up on it after only being with him for a small period of time as well. There was something about him that gave it away. He had a larger than life presence that could be compared to that of a tightrope-walker, or any other adrenaline seeker. You could look at him and just _know_ that there was something wild and adventurous about him.

"Tell me about it," Rose sighed, "The thing is, you weren't supposed to have either. Those creatures are messing with history. None of this was ever supposed to happen to you."

"Supposed to happen?" Reinette repeated angrily, "What does that mean? It happened, child, and I would not have it any other way. One may tolerate a world of demons for the sake of an angel."

"Rose? Audrey?" Mickey's voice called out from the hallway, causing the two girls to run out into the corridor. For all they knew, something could've gone wrong in the small amount of time they had been here.

"The time window where she's thirty-seven. We found it. Right under our noses," Mickey informed them, peeking out from around the tapestry, which they discovered was another time window. Reinette, who had followed them into the corridor, lifted the edge of the tapestry and started towards the opening.

"No, you can't go in there, the Doctor will go mad-" Rose protested.

"Come on, Reinette," Audrey encouraged her, holding a hand out to help her through, "It's only fair. We've walked in your life, now walk in ours."

Reinette carefully stepped through the opening, using Audrey's hand to steady herself. She observed the cold metal corridor around them.

"So, this is your world," Reinette said. Down the hall there were screams from another time window, making Reinette turn her head, "Those screams. Is that my future?"

"Yeah. I'm sorry."

"Then, I must take the slower path," She said, her voice trembling. Her voice could be heard over the audio link and she turned to them with a whimper, "That's my voice."

"Give us a moment, will you?" Audrey asked, turning to Mickey and Rose. Rose, who had looked uncomfortable from the very start, took Mickey's hand and started down the hallway. When they were out of sight, Audrey turned back to Reinette, "Are you all right?"

"No, I'm very afraid," Reinette admitted, "But you and I both know, don't we, fire place woman, the Doctor is worth the monsters."

Reinette didn't wait for a response, she only gave Audrey one last smile before disappearing behind the tapestry again. Audrey watched her go, thinking over her words.

 _He is._

* * *

"Did you find it?" Audrey asked as she entered the room the others were in. A massive window was at the center of their attention and it showed a scene of a ballroom full of panicking people. The Doctor ran back and forth between the window and the console.

"They knew I was coming. They blocked it off," The Doctor explained as he reconnected a few wires.

"I don't get it. How come they got in there?" Rose questioned. All of them turned to look through the window and see the clockwork people terrorizing the French ball guests.

"They teleported," The Doctor answered, "You saw them. As long as the ship and the ballroom are linked, their short-range teleports will do the trick.

"Well, we'll go in the TARDIS!" Rose suggested brightly.

"We can't use the TARDIS," Audrey replied, "Once we're part of events, the TARDIS is no longer an option."

Mickey tapped the glass, "Well, can't we just smash through?"

"Hyperplex this side, plate glass the other. We need a truck," The Doctor said as he observed the mirror.

"We don't have a truck," Mickey pointed out.

Audrey rolled her eyes, "Yes, thank you Captain Obvious."

"Well, we've got to try something."

"No! Smash the glass, smash the time window. There'd be no way back."

With wide-eyes, Audrey turned to the Doctor, pulling on his sleeve to get his attention. He turned to her right as the moment of realization struck him as well. Going by the look in his eyes, Audrey knew he was thinking the same thing she was.

"I've got an idea. It's a stupid idea but…when are they not?"

* * *

"You think I fear you," Reinette said, looking up at the three droids who had forced her to her knees and held blades to her throat, "but I do not fear you even now. You are merely the nightmare of my childhood. The monster from under my bed. And if my nightmare can return to plague me, then rest assured, so will yours."

Suddenly, the mirror above the mantle shattered and a horse came barreling through. Riding on top of the creature's back were the Doctor and Audrey. The Doctor winked as he caught Reinette's eye, projecting the perfect image of confidence. Meanwhile, Audrey had her arms wrapped tightly around his waist and looked like she was going to be sick. Still, she managed to give Reinette a small wave as they went past.

"Madame de Pompadour. You look younger every day," The Doctor greeted as he dismounted the horse. He reached up, gently helping Audrey down as well. She held onto his arm rightly to steady herself.

Audrey grimaced, "Hello, Reinette. Sorry we're late."

"What the hell is going on?" The King demanded.

"Oh. This is my lover, the King of France," Reinette introduced, as if a coupe of strangers were the biggest problem the King was currently facing.

"Yeah? Well, I'm the Lord of Time, and I'm here to fix the clock," The Doctor announced as he removed the droid's wig to reveal the clockwork creature underneath. The audience gasped aloud and the android pointed its blade at the Doctor, "Forget it. It's over. For you and for us. Talk about seven years' bad luck. Try three thousand."

Now, there was nothing more than a brick wall in the place of the time window. Audrey and the Doctor were trapped on the wrong side. When they had first prepared to go through with this plan, the consequences were only a small thing in the backs of their mind. There was this underlying self-assuredness that they had, one that told them they'd be able to find a way out in the end. Chances of getting home now, though, were seeming worse than before.

The main droid reached for its teleport, making the Doctor shake his head, "The link with the ship is broken. No way back. You don't have the parts. How many ticks left in that clockwork heart, huh? A day? An hour? It's over. Accept that. I'm not winding you up."

All the droids in the room shut down and one of them broke apart all over floor. Audrey moved forward to help Reinette to her feet, while the blond woman stared at the creatures.

"What's happened to them?"

"They're gone, they've got no purpose anymore."

* * *

Audrey managed to find the Doctor a little while after that. He was stranding at a window, gazing up at the night sky, and most likely thinking about their friends who were stranded out there, somewhere far into the future. He spared her a small smile as she came to stand at his side, resting a hand on his arm to make him face her.

"We're going to get out of this," Audrey told him firmly, "You do know that, right?"

The Doctor shook his head sadly, "Not this time."

"Well, then, until we have the means to get back, we'll…we'll live in France!" Audrey said, trying to sound enthusiastic, "I've always wanted to see Paris. Me and you will go. We'll get a little apartment or something. Honestly, people should be worried about us staying still for such a long time, we'll have to cause all sorts of chaos just to stave off the boredom."

"Nah," The Doctor said, "You'll keep jumping. Somewhere in my past. Possibly my future. Well, what's left of it that is."

If there was a chance that this was it, that they were stuck to live out all these years, then Audrey wanted to be there so he wouldn't have to do it alone. She couldn't stand the thought that she would get pulled away to another Doctor while he was forced to take this path on his own.

"There's got to be something," Audrey said, wracking her brain for anything that could help them. There wasn't much time to dwell on it, however, because the sound of footsteps came from behind them and was then followed by Reinette's voice.

"You know all their names, don't you? I saw that in your mind. The name of every star," Reinette told the Doctor, smiling softly at the two of them.

Audrey remembered the Doctor briefly recounting his meetings with the Reinette that Audrey hadn't been a part of. Mostly she was teasing him about the kiss, but she did remember him telling about Reinette using the doorway he created to look into her mind to cross into the Doctor's. Audrey only responded that that was just another reason that Reinette was an incredible woman.

"What's in a name? Names are just titles. Titles don't tell you anything."

"Like the Doctor," Reinette replied, her voice light and teasing.

"Like Madame de Pompadour," He countered, causing the woman to chuckle.

"I have often wished to see those stars a little closer," Reinette confided, "Just as the both of you have, I think."

Audrey shrugged, "From time to time."

"In saving me, you trapped yourselves. Did you know that would happen?" Reinette asked them. Judging by the tone of her voice, it sounded like she already knew the answer.

"Mmm. Pretty much."

"Yet you still came."

Reinette looked at him with a curious gaze, as if she wasn't quite sure what to think about him. Her earlier words resurfaced in Audrey's mind, not for the first time that night.

' _One may tolerate a world of demons for the sake of an angel.'_

Was it true? Did Audrey think that her new life, one that had no shortage of demons, was worth the danger if the Doctor was there as well? Had she not just been thinking that she would be content to live out thousands of years in France just so that the Doctor wouldn't have to be alone?

"We promised we would," Audrey said, as if it were the simplest thing in the world. Except it wasn't.

Audrey couldn't imagine a situation in her old world where she would have gone to such drastic measures for someone she barely knew. She couldn't imagine a situation where she would _need_ to. IN this universe, it was a different set of morals and a different set of limits. Being her made her want to help people, to ensure _their_ safety before she even considered her own. She could feel her priorities shifting and feel the way she was becoming a better person for it.

"There were many doors between my world and yours," Reinette pointed out, "Can you not use one of the others?"

"When the mirror broke, the shock would have severed all the links with the ship. There'll be a few more broken mirrors and torn tapestries around here, I'm afraid, where there was time window. I'll, I'll pay for any damage."

Reinette laughed quietly, while the Doctor looked shocked for a moment.

"Er, that's a thought, I'm going to need money. I was always a bit vague about money. Where do you get money?" The Doctor asked as he looked between the two women.

"So, here you are, my lonely angels, stuck on the slow path with me."

"That's a first for us," Audrey commented, sounding more amuse than she probably should. What would happen when Audrey inevitable left? What would the Doctor tell people had happened to her?

The Doctor held up his goblet of wine in a toast, "Here's to the slow path."

"It's a pity. I think I would've enjoyed the slow path," Reinette sighed as a sad smile played on her lips.

"Well, we're not going anywhere," The Doctor told her.

Reinette said otherwise, asking them to take her hands as she led them through the halls of Versailles. Many of the guests from the ball had left, not wanting to stick around after the attack of the droids, so the halls were nearly empty.

Reinette led them to a beautifully decorated bedchamber only a few hallways down. There were candles lit in every corner of the room that give it a soft glow and the room was colored with red furniture. On the farthest side of the room was a familiar look fireplace.

"It's not a copy, it's the original. I had it moved here and was exact in every detail," Reinette told them, nodding towards the fire. Audrey could tell the woman was sad about the prospect of them leaving her, but that she wanted to help them in what ways she could. The Doctor seemed to believe it could be helpful because he rushed over to it as soon as he could.

"The fire place," He breathed in relief, "The fireplace from your bedroom. When did you do this?"

"Many years ago, in the hope that a door once opened, may someday open again. One never quite knows when one needs one's Doctor. It appears undamaged. Do you think it will still work?" Reinette questioned.

"You broke the bond with the ship when you moved it, which means it was offline when the mirror broke. That's what saved it. But the link is basically physical, and it's still physically here."

"Is it a way home, Doctor?" Audrey asked, hopeful. The Doctor bent down to tap on the edges of the mantle.

He nodded, "If we're very, very lucky. Ah ha!"

"What?"

"Loose connection. Need to get a man in," The Doctor said. He sonicked the mantle, holding onto it tightly and urging Audrey to do the same, "Wish us luck!"

Reinette frowned, "No."

"Don't worry, Reinette! We'll be back," Audrey reassured her, just as the fireplace started to rotate and bring them to the other side of the portal. Reinette looked doubtful and didn't seem to believe Audrey's words, but she nodded sadly anyways.

Once on the other side, the two of them bent down to peer through the fire, calling out for Reinette. The woman bent down hurriedly, seeming relieved to find the two of them on the other side.

Audrey grinned, "Still want to see those stars?"

"More than anything," Reinette responded breathlessly.

"Give us two minutes. Pack a bag," The Doctor told her, before standing up again.

"Am I going somewhere?" Reinette asked them, curiously, still not understanding what they were trying to imply.

"Look out that window," Audrey told her, pointing into the room, "Look out that window and pick any star you'd like."

* * *

Turns out the connection had been much looser than the Doctor had originally thought. When they had run into Rose and Mickey into the hall, they had said it had been five and a half our since they'd last seen them. Audrey apologized for worrying them, but didn't realize that _that_ delay would be the least of her worries.

"Reinette?" They called out as they crossed back into France through the portal. The room was darker than it was before and the decorations seemed to have changed.

"Doctor. You don't think…" Audrey trailed off, not wanting to think about what might've happened.

"Let's hope not. Come on," He answered, pulling her by the hand out into the hall, where they ran into a solemn looking King.

"You just missed her. She'll be in Paris by six," He informed them quietly while watching something outside the window. When he turned to get a look at them, his eyes widened, "Good Lord. She was right. She said you never looked a day older. So many years since I saw you two last, but not a day of it on your faces."

Neither of them let themselves fear the worst until King Louis crossed the room and pulled a parchment letter from the drawer of an end table. He held onto a moment, before handing it to the two of them carefully.

"She spoke of you many times. Often wished you'd visit again. You know how women are."

Audrey and the Doctor followed King Louis back to the window where he had been standing before. It was raining outside, casting a dark gray hue over the grounds of Versailles. There was the neigh of a horse and then a hearse passed through the gates of the palace.

"There she goes, leaving Versailles for the last time. Only forty-three when she died. Too young, too young. Illness took her in the end. She always did work too hard," Louis remarked, before turning to the pair of them, "What does she say?"

The Doctor tucked the letter into his jacket while Audrey only stared after the hearse, sadly. All she could think about was the joyful look that had spread across Reinette's face when Audrey told her to pick a star. She had seemed so hopeful.

They bid farewell to King Louis shortly after that, not wishing to stay any longer. The Doctor patted the mantle of the fireplace with a sad smile before they returned back to the ship. They knew they had to find Rose and Mickey soon, but they stopped in the hallway to read the letter.

 _My dear Angels,_

 _The path has never seemed more slow, and yet I fear I am nearing its end. Reason tells me that we are unlikely to meet again, but I think I shall not listen to reason. I have seen the world inside your head, Doctor, and know that all things are possible. Hurry though, my loves. My days grow shorter now, and I am so very weak. God speed, my lonely angels._

"She never got to see the stars," Audrey said sadly as she closed the letter and tucked it into her pocket for safe keeping.

"'Fraid not," The Doctor agreed.

Audrey was about to suggest they go find the other two, maybe take them somewhere a bit nicer to relax, but a headache stopped the words from coming out of her mouth. If she hadn't been as sad as she was, she might've moaned about never being able to stay for more than one adventure at a time, but she couldn't find it in herself to do so.

"I guess you won't be staying for the next one, then," The Doctor said, not meeting her eyes. Audrey didn't know why but she felt the need to apologize.

"No, I don't think so. Say goodbye to Rose and Mickey for me, will you?"

He nodded, "Course, yeah."

"Are you all right, Doctor?" Audrey asked, trying to get the words out before she was dragged away. The Doctor tried to give her a smile. To credit him, the smile was fairly believable but she could see the tinges of sadness hidden behind it.

"I'm always all right."

Audrey smiled at him sadly, "You're lying."

The smile dropped from his face as he realized he wasn't getting anything past her and Audrey managed to give his hand a small squeeze before she was taken away to another him, somewhere else in time and space.

* * *

Question: If you could bring back any minor character (For example: Madame de Pompadour) from a past episode, who would it be?


	20. First Meetings - Mundie Interlude

Hey guys! This chapter is a little bit different than usual. It's the first original chapter, so I'm really excited to see if you guys like it. The original chapters are going to be split into two categories, little side chapters that don't revolve around some alien or problem and are really just focusing on the characters, and the other category is going to be original adventures. The ones that aren't adventures and revolve around mundane days for the characters will be marked as 'Mundie Interludes' after the chapter name. Also, with this chapter in specific, it revolves around the Doctor while he was still on Gallifrey and, since there isn't much information about that time besides snippets here and there and obscure references in comics and things, I'm taking a few liberties and going off what I think he would have been like in those times lol. Hope you guys like the chapter!

* * *

Silence and endings were heavy on the Eleventh Doctor's mind. He knew everything was catching up to him, he knew that he was no longer able to outrun it, and he knew what he needed to do before his time came to a close. All the people that had helped him along the way deserved a proper goodbye and he couldn't deny that he wanted to see a few familiar faces before the end.

However, he was just beginning to think that this 'farewell tour' of his was just another way to torture himself when Audrey arrived. Amidst visiting all their companions and giving them goodbyes hidden in surprise visits, she comes in and reminds him why he's doing it in the first place.

It wasn't in anything she said, just in her general presence. She appeared in her usual way. This time in the middle of the console room, ranting loudly about the differences between the books and movies of her favorite series.

She was dressed in pajamas, had a cup of coffee in her hands, and, despite everything, was so passionate in her argument that she didn't notice she had jumped until five minutes later. When she was finished with her statement, she looked up and her eyes went wide. She seemed to take in the fact that she was not talking to whoever she had been before she jumped and was in an entirely different place than she was before.

The Doctor smiled at her fondly and knew exactly why he was engaging in the masochistic act of dredging up the past. He had been spending the past few days wondering if he was ever going to see Audrey again, or if the last time that she had shown up had truly been the last time for him. In the same way, the people he was leaving behind would wonder their whole lives if the last time they had seen him was really the last time. After everything that had happened, he was sure that he at least owed them a proper goodbye.

"Oh," Audrey said, glancing around for a moment before she looked to the Doctor, "How long have I been here?"

"About five minutes or so," He answered, sounding amused. Audrey nodded.

"Right," She dragged out awkwardly.

"I agree," The Doctor told her, referring to her earlier argument, "Her dress should've been blue in the movie."

Audrey laughed, "At least someone gets it."

The Doctor rounded the console and pulled her into a tight hug. He let out a sigh of relief that he hadn't realized he had been holding back. Reflexively, Audrey's arms winded around his waist, but she was quick to notice that there was something off about him. That's the way it always was; the slightest frown, a hug that was too tight, she could pick out any sign of unhappiness in a single moment.

"Are you okay?" Audrey asked as she pulled away. Her eyebrows were furrowed together in that worried way of hers. In an effort to fool her, the Doctor smiled brightly.

"Yes. Perfectly fine. Where have you been?" He deflected.

"That's exactly what a not-fine person would say," Audrey pointed out and the Doctor sighed.

He could lie, except she would see through that. Don't get him wrong, he wanted to tell her. In fact, he would give anything just to be able to confide in her and spill everything that he had been keeping to himself, but he couldn't. This was young Audrey, meaning that everything had to be hidden away for the sake of preserving the future. Besides, this could be the last time he ever saw her, and he didn't want it to be tinged with sadness. He would try his best to push it to the back of his mind and just enjoy being with her.

"It's spoilers," He admitted, feeling bad for the white lie. If it was labeled as spoilers, Audrey would be less inclined to ask about it. She knew the boundaries that were set for them in that department. Despite how badly she wanted to know, she wouldn't put him in that position.

"You don't have to tell me what it is," Audrey started, "But just tell me – _honestly –_ if you're okay."

He shook his head. Without another word, Audrey pulled him back in for a hug and he rested his cheek on top of her head.

"I'm sorry," She told him sincerely. A sad smile found its way to his face. She didn't even know what was upsetting him and she was still sorry that she couldn't fix it. Typical Audrey.

"In other news," He began cheerily, desperate to move away from the depressing mood that he had unintentionally set, "I know the perfect place to go today. You're going to love it."

Even when the moment had passed, the mood still lingered in the air. He could feel her eyes on him as he bounced around the console and listed off all the details about this restaurant he had found a while back. When he looked up, she was staring at him in a calculating fashion, trying to determine if she should go along with his act and pretend everything was okay.

Something must've convinced her because she nodded and began asking questions about their destination. ("Is it another planet? What are the people like? What kind of clothes should I wear? Is it hot? Cold? Formal?")

She gathered the information she needed, growing more excited with each thing he told her. There was still a look of concern when she looked at him, but for the most part she seemed to accept the 'spoiler' excuse. A few minutes later, she excused herself to find an outfit that fit the adventure.

The Doctor waited until she had rounded the corner before he let his smile fall.

* * *

The sound of high heels clicking against the metal floor of the TARDIS halls followed Audrey all the way from her room. For the first time in a long time, a cocktail of nerves and self-conscious feelings were bubbling up in Audrey's stomach, and she had no idea why.

 _It's just the Doctor,_ Audrey kept telling herself, _there's no need to be nervous around him._

It seemed that the TARDIS had picked up on her nerves as well, because the ship was sending her hums of reassurance the whole way to the console room. Even if she couldn't speak those reassurances in words, Audrey knew exactly what she meant by them. She wanted Audrey to know that there was nothing to worry about and that she looked fine. It was like she was Audrey's own personal hype-woman.

"Are you sure about this dress, lovely?" Audrey asked the TARDIS out loud.

The dress in question was a short white dress that she had found in the back of her closet. It stopped at her knee and had thin, lacy sleeves that stretched halfway down her arms. She had picked the dress going off of them basic information that the Doctor had given her about their destination. She didn't know what time period it would be or what the standard form of dress was. Yet, something about this dress had stood out from the others and when she had picked it up, the TARDIS had made a very convincing noise of approval, as if urging her to wear it.

In response, the TARDIS gave an annoyed beep. Audrey knew it meant something along the lines of: Yes, I'm sure. Stop worrying.

When she made it to the console room, the Doctor was preparing the TARDIS for flight. He glanced up upon her arrival and the hand that was reaching for a lever on the console paused.

Audrey shifted awkwardly under his gaze, which was soft and held something almost reminiscent. She looked down at her dress and began to tug nervously at the sleeves.

"Er…you said dress nice. I didn't know _how_ nice, so I just chose this," Audrey explained, "I can change if it's not okay for where we're going."

"No! It's not that. You look amazing. Truly, truly amazing," The Doctor told her. He let go of the lever and walked around the console towards her. She watched curiously as he stopped in front of her, cautiously reaching out to touch the fabric covering her shoulder with a small smile.

"What is it, Doctor?" Audrey wondered.

"After all these years, I can still remember this dress. I…" The Doctor trailed off and then shook his head. He let his hand fall back to his side as he put a few feet of distance between them for good measure, "Never mind."

Audrey shook off his odd behavior, figuring it must be another spoiler he couldn't tell her yet. She still hadn't forgotten about what had happened earlier. For now, she wouldn't ask about it. If the Doctor said he couldn't talk about it, then she took his word for it. That didn't mean that she would leave it alone, though. It was obviously bothering him a great deal, so she had decided that she would try her best to take his mind off it if she could.

"So, where are we headed?" She asked, before putting a hand up excitedly, "No, no, let me guess."

A grin stretched across the Doctor's face, which was Audrey's intended reaction. He nodded for her to guess, and she tried to think.

"We're going to some alien planet where the people have two heads and worship some god that isn't really a god, but another alien who wants to take over the planet," Audrey tried. When the Doctor raised an eyebrow at her oddly specific answer, she laughed, "Or something to that dramatic effect."

"None of that tonight. Normal planet, normal restaurant, normal night," The Doctor went on, "At least, that's the plan."

Audrey laughed, "Trouble does seem to follow you wherever you go."

"You're no better," The Doctor reminded her.

"No, I'm just with you so I'm caught up in it all," Audrey denied.

"Sometimes I'm convinced it's the other way 'round," He told her jokingly and Audrey rolled her eyes. He turned away from her so that he could pilot the TARDIS to their destination, but turned around quickly when Audrey let out a pained scream.

Audrey collapsed on the ground, gripping her head in her hands tight enough to leave bruises. For some reason, the pain was worse than usual and Audrey could hardly get a coherent word out that wasn't accompanied by a scream. The Doctor was at her side in an instant, trying to soothe her.

"Audrey, listen to me, this is important," he pleaded. Audrey's head lolled weakly in his direction. He took this as a sign that she was listening and continued, "You're going back to the first time we met. You'll meet a boy and he's going to call himself by a different name, but he's still me."

"But I've already met you for the first time, remember? It was this you," Audrey reminded him, her voice strained.

"That was the first time you met me, but I had known you for hundreds of years. This is will be the first time I meet you. Audrey, I-"

And then he was gone.

Coldness seeped into Audrey's veins when his arms left her and the feeling of being alone, both physically and emotionally, hit her roughly. Moments passed by, all of them spent in stifling darkness. Then, she felt something hard slam into her back and knock the breath from her lungs.

Pinpricks of white danced on the back of her eyelids, making her feel dizzy and disoriented. Footsteps sounded from somewhere nearby and they grew louder until they stopped all together and were replaced with muffled voices that were speaking above her.

Both eyes opened slowly, allowing her to blink away the light and see the side of a face. A small weight feel in the middle of her chest and stayed there for a moment before moving to the other side, this time accompanied by warm fingers on the side of her neck.

"Only one of her hearts is working," A voice said, worriedly, "She seems all right, though."

"Maybe we should leaver her?" A second voice suggested. Quickly, that thought was met by an indignant reply from the first voice. "Just a thought."

"'M fine," Audrey mumbled. She blinked a few more times, then tried to sit up slowly. The feeling of faintness returned and she would've fallen back to the ground if hands hadn't latched onto her arms at the last moment.

"No, you're not," The second voice muttered. She felt them bend down next to her and help the first person hold her up.

Audrey opened her eyes again to glare at the owner of the second voice, a brown-haired boy wo looked to be around the age of nineteen. She shoved his hands off, sat up right on her own, and give him a pointed look that said, 'I told you so'. Now, all she had to do was keep herself balanced.

The jumping had been much worse this time and the aftereffects were even more severe. It felt like the very first time she had jumped, except it hurt more. Back then, she had only felt weak, but this time, that weakness was accompanied by an agonizing pain that didn't seem to be fading anytime soon. She could only hope that it went away before she ran into the Doctor because she was in no condition to be running around and saving the world.

She wondered when he'd show up. The pain had been so bad when she was leaving that she couldn't remember everything the Doctor had told her. She knew that it was the first time he was meeting her, but she wasn't sure which one he meant. Audrey knew that they met before the Time War, so that ruled out his Ninth regeneration. Perhaps it was one of the earlier regenerations that she hadn't run into yet? Now, she was starting to regret not asking the Doctor for pictures.

Underneath her, there was soft red grass. It wasn't unusual for her to appear on an alien planet, in fact she had once been pulled to a planet where she was captured by the locals who looked like bipedal toads. Of course, that happened to be hours before the Doctor was due to arrive and she had to improvise…

In all her inner ramblings, Audrey had forgotten that the two boys were even there. She turned and saw a blonde boy, the same age as the other. Her eyes met a pair of curious brown ones that reminded her distinctly of the Tenth Doctor's. These eyes were so familiar to her and, though this boy's were young and not yet hardened by the things he would see, they held the same adventurous shine.

"Doctor," Audrey breathed in realization.

"Do you need a doctor?" He asked, concerned.

Audrey shook her head, "No, I'm fine.

Audrey couldn't help the way that she was staring. This Doctor was so _young,_ not even just because of the age he looked. Something about him told her this was the Doctor before the war and the travelling and the running away.

"Are you an angel?" The blonde boy asked after a moment of silence. His question was met with a spiteful snort from his friend, who rolled his eyes.

"I'm sorry, am I a _what_?" Audrey asked.

"An angel," The blonde boy repeated. Audrey shrugged. She supposed the dress paired with the white light and the ability to appear out of thin air might give people the wrong impression.

"Not usually," She answered, before her expression turned thoughtful, "Depends on who you ask I suppose."

"The light you arrived in," The brunette boy piped up, sounding skeptical, "What was it?"

"Hell, if I know," Audrey muttered.

"Well, what happened to you?"

"Pulled through the Time Vortex. Or so I'm told."

"That's impossible," The brunette told her snidely, "You'd die."

"Yeah, well," Audrey responded with a shrug. Despite the aching pain in her head and limbs, Audrey attempted to stand up.

The Doctor, or rather the blonde teenager that stood in front of her, watched her carefully. There was something about him that told her that, even though they might be the same person, this boy wasn't yet 'the Doctor'. God, that even sounded confusing in her head.

Audrey was good for a moment or two before her legs started to wobble and she stumbled forward. The blonde boy reached out to help her.

 _Well, that never changes,_ she mused to herself.

"I'll be fine in a moment, I think," She told him, waving off his help, "It's not usually this bad, must be because of how far back I am."

 _And,_ she added in her mind as she took in the teenage boy staring at her, _I'm_ really _far back._

"Where'd you come from?" The first boy questioned.

"Well, aren't you just full of questions?" Audrey retorted, snickering in amusement, "That never changes either."

"I think she _does_ need a doctor. She's a bit loony," the brunette boy commented. Audrey noticed the way that he distanced himself from her. His friend was right at Audrey's side, hands hovering in the air like he expected her to pitch forward at any moment, but the brown-haired boy was eyeing her suspiciously, like he thought she might attack them.

The blonde boy ignored his friend, "What's your name?"

Audrey smiled, "I'm Audrey."

"I've never seen you before," the blonde boy said, looking at her thoughtfully.

"I've never seen _you_ before," Audrey countered.

"I'm Theta and this is Koschei," the blonde introduced, gesturing to himself and then dragging his friend forward. Audrey saw the displeased look on Koschei's face and fought a laugh.

"Well, it's nice to meet you," Audrey told the two of them.

"I guess so," Koschei grumbled, before Theta elbowed him in the ribs and he rolled his eyes, "I mean, you too."

* * *

They were both filled with questions, even Koschei once he had warmed up to her slightly, and she tried to answer what she could, but many of them had to remain spoilers for now. For once in her life, she was faced with a Doctor that she had an advantage on. All the other regenerations she had met knew everything about her and offered little about themselves yet with Theta it was the other way around. It was refreshing in a way.

It was an all-around odd experience in her eyes. Once she knew that Theta was a younger version of the Doctor, it was easy to guess where she was. Being on Gallifrey alone was unsettling to her. In the future, she knew the Doctor didn't like to bring up his home planet, and she felt like she was somehow invading his privacy by even being here. She didn't have much time to explore, though. She had arrived in a field of red grass that didn't seem to be occupied by anyone other than Theta and Koschei, and she didn't get to stay as long as she usually did.

When the pain returned and the light started to spread from her hand, both of her sides were flanked by the boys. They both grabbed onto her arm to steady her and looked concerned.

"What's happening now?" Koschei asked, sounding exasperated with her oddities.

"I'm leaving," Audrey replied shortly and he didn't look at all pacified with that vague answer.

"Will we see you again?" Theta continued, making Audrey smile through her pain.

"I have a feeling you might," She replied.

Audrey had to close her eyes as the light got too bright to look at directly. They called out to her, their voices becoming quieter until they disappeared altogether. Just like when she had appeared, she spent a few seconds completely surrounded by darkness before she arrived at her next destination.

She appeared in her own room for a change. She laid down on the bed for a moment, willing the pain to dull, and waited until it was back to a bearable amount before sitting up. As the ringing in her ears faded, she realized that she could hear the sound of the shower running. The door that led to her bathroom was shut, which was odd because she remembered leaving it open the last time she was in here. The thought that she appeared at the same time as another version of herself crossed her mind for a moment, but then she heard the sound of the Tenth Doctor's voice drifting through the door. She giggled to herself when she realized that he was singing in the shower.

Part of her wanted to know why he was showering in her bathroom, but a larger part of her was so amused with his singing that she couldn't focus on anything else.

She was also wondering how he ended up in there. The TARDIS made sure that Audrey's room was on the same time line that she was, which meant that every time Audrey jumped, this room changed. Did that mean the Doctor had been showering in her bathroom when the other version of herself was here and then, when the TARDIS changed this room, he was moved there? How did he not notice?

Before she could think too hard on it, the bathroom door opened, and a small cloud of steam rolled out.

Audrey looked up to see the Doctor standing in the doorway, his short brown hair sticking to his forehead from the water. He was wearing the stripe suit that he usually had, which Audrey found amusing given the rest of his appearance. He hadn't noticed her yet, as he was running a towel through his hair. When he looked up, he frowned.

"What happened to being 'starving'?" The Doctor asked sarcastically. When he saw Audrey's blank look, he continued, "That's all you were talking about fifteen minutes ago. I thought you said you were going to see where Rose wanted to go for breakfast."

Audrey shook her head, "Wrong me. I just got here."

"Oh," The Doctor said, sitting down on the bed next to her and kicking his feet up, "Where've you been?"

"The beginning. The very beginning, actually," Audrey replied. The Doctor frowned, eyebrows knitting together as he tried to understand what she meant. Realization dawned on is face after a second.

"Blimey, that was a long time ago," He said, staring up at the ceiling.

"Not for me," Audrey pointed out.

"Guess not," The Doctor agreed. He looked over at her before a grin spread across his face, "Nice to see you, Angel."

"Oh, no, no, no," Audrey said, shaking her head rapidly, "That's _so_ not happening."

As the Doctor continued to snicker loudly, Audrey had the feeling it was already too late. Then again, that did explain a lot of jokes that would be made by future Doctors. Audrey was _not_ a nickname person, not in the slightest. She was the one that gave out the nicknames, it didn't feel right for the roles to be reversed. The Doctor continued to ignore her protests, laughing at the nickname that had stuck through centuries.

It was a nickname that anyone else would just think was an endearing pet name, but for the two of them it had a hidden meaning. A reference to the first time he'd met her, to the time when it all began. Something that was just for the two of them to share.

Audrey thought that maybe she could let it slide this time.


	21. End of the World - Part 1

Hey guys! I just wanted to say thank you before we got into the chapter because you guys had some great feedback for the last chapter and I really appreciate it! I'm really glad you guys liked the original bit, I assure you it will not be last one lol. Would you guys be interested in seeing more chapters with Theta and Koschei in it? Anyways, on to the comments!

Replies to Comments:

 **Rosealyn** : Thank you! I'm glad you liked it. I really wanted to show some of the more fluffier aspects of their friendship because Audrey's been through a lot in the last few chapters and I think she just needed someone to laugh with lol. And with all the stress about spoilers and whatnot, I think it was good for her to be with a Doctor who didn't have anything to hide from her because he didn't know anything about her. Hope you enjoy this chapter!

 **Fakira** : Don't worry, I didn't take it as passive aggressive! It was a very sweet comment, so thank you! I'm glad you liked the original chapter. I was a bit nervous about having them meet all the way back on Gallifrey because there isn't much information about that time and I was worried people would be like 'ohh that's out of character'. So I'm thankful for the positive feedback. Hope you enjoy this chapter!

 **Pastel-Potatoes** : I'm glad you liked it! Audrey is one of my favorite characters to write for and I really enjoy fleshing out her backstory, so I'm glad I'm not boring everyone with that lol. And since the Doctor has known Audrey for so long I think it's fun to show their extensive background with each other. Thank you for your comment and I hope you enjoy this chapter!

* * *

"This seems like a very bad idea," Audrey piped up. She sat in the captain's chair of the console room, watching as the Doctor bounced around the console. The silence of the room was occasionally broken up by him calling an instruction back to her or the sounds of the TARDIS.

"Nah, you'll do fine," The Doctor replied, waving her off.

The Doctor let go of the hammer attached to the console, letting it swing back on the string it was tied to. As he made his way around to where Audrey sat, his foot got caught on the string and he lost his balance. He just managed to catch himself on the edge of the console as Audrey laughed.

"Not me, you."

The Doctor ignored her last comment, "In the future, you know how to fly the TARDIS. From my point of view, you knew how to fly her before I did. Back then, you said to me-"

"Spoilers!" Audrey interjected before he could finish his sentence.

"Anyways," He continued, "You never say who taught you. Only that you 'learned from the very best.' So, I'm going to teach you."

"Oh, so I'm learning from the very best, am I?"

The Doctor gave her a wide grin, "Yeah, pretty much."

Audrey laughed, "Ok, then, oh-wise-one, show me how it's done."

Giving the Doctor permission to show off was like giving a kid the key to a candy store. Without a moment of hesitation, he was putting on a show, running around the console in a way that seemed both exaggerated and natural all at the same time. It was a sight that Audrey was familiar with and now it had an extra layer added to it because she was trying to memorize the things he was doing and which buttons he was pressing.

"Pick somewhere. Anywhere in this universe," The Doctor called back to her.

"Santorini," Audrey said from the top of her head. At the strange look the Doctor gave her, Audrey elaborated, "The only vacation my family went on. It was the first thing that came to mind."

"Ας πάμε, αγάπη μου," The Doctor replied.

Audrey's eyes went wide, "You speak Greek!"

"Come here, I'll show you how it works."

"I think I'm more interested in hearing you speak more Greek than I am anything else at the moment."

"Later."

Audrey dramatically feigned disappointment before getting up and standing next to the Doctor at the console. He walked her through the steps that he had already made and then the next couple, and then she heard the sound of the TARDIS dematerializing. She held onto the edge of the console in an attempt to stay balanced.

When they landed, the Doctor offered his hand to Audrey and they both eagerly hurried to the doors. Audrey pulled them open to be greeted with the sight of a narrow tourist-filled street that was lined with shops. It looked very much like it had when she had gone with her family, lots of people milling about enjoying the beautiful sights.

"Oh, look, there it is. Brilliant," The Doctor said, in a tone that sounded like he didn't believe they would actually reach their intended destination. She supposed with his track record, it could be a surprise that there weren't any detours.

Audrey was almost sad when they closed the doors to the TARDIS. It was so beautiful outside that she was tempted to postpone this whole piloting lesson in favor of soaking in the sunshine. However, she was just as excited to learn about flying the TARDIS.

The two of them stood at the console with giddy smiles. Audrey's eyes were scanning the controls, trying to remember the functions of each of them, and nodding to herself when she was almost sure she knew.

"Pick a destination, any destination," Audrey announced, flourishing her arm in a theatrical manner. It managed to draw a laugh out of the Doctor, which was her intention, and he appeared to think for a moment.

"Argentina," He answered.

"Lo tienes, querido," Audrey responded smugly.

"You speak Spanish," The Doctor commented. A smirk was pulling on the ends of his lips, but he was trying not to let her see. Audrey felt her smugness deflate when she realized who she was talking to. Firstly, she was almost positive that the Doctor knew most things about her, including the languages she spoke. Secondly, he probably spoke it as well.

Audrey frowned, "It's not as fun when you know what I'm saying."

Focusing back on the task at hand, Audrey ran through the controls one more time in her head before preparing herself. The Doctor was hovering over her shoulder and making her nervous, so she shooed him away. Reluctantly, he took a few steps back.

"Don't even think about asking Sexy for help!" He warned.

"Why I would never!" Audrey said with faux shock. She patted the console affectionately and lowered her voice so the Doctor wouldn't hear her, "You'll help me right, Lovely?"

There was a quiet noise of affirmation that made Audrey smile to herself.

"I heard that!" The Doctor objected.

"Well, it was worth a try."

Audrey didn't know how long the two of them spent flying the TARDIS. They didn't ever make it Argentina, actually. They made it to Chile, Bolivia, and Uruguay, but somehow _completely_ missed Argentina each time. They spent more time messing around than they did actually learning, which Audrey didn't mind. It was intimidating at first because there seemed to be so many controls and things you needed to know, but the Doctor was a good teacher. Once she understood the basics, she felt more comfortable with doing it on her own. It was far from easy, though.

"Exactly like that!" The Doctor cheered.

He and Audrey shared a victorious look, both of them thinking that maybe this time Argentina would be waiting for them outside the TARDIS doors. Audrey was just about to head to the exit when a familiar pain started in her head.

The Doctor frowned, "But we're not done yet."

"Don't look at me like that," Audrey laughed. "I don't control this. You'll have to take it up with-"

Audrey cut herself off with a groan of pain and had to squeeze her eyes shut against the bright light. The pain in her head grew even worse for a moment before it faded altogether. When she opened her eyes, she was somewhere else.

"Someone else," Audrey finished, even though he wasn't there to hear her.

* * *

She wasn't in the TARDIS like most other times. She was standing in the middle of a plainly decorated room with stairs that lead down to large windows that overlooked Earth. Two familiar figures stood in front of the window, the taller one wearing a dark leather jacket and the smaller blonde girl wearing a pink jacket. Neither of them had noticed her arrival, they were too distracted by the view in front of them. Admittedly, it was an incredibly sight.

"You lot, you spend all your time thinking about dying, like you're going to get killed by eggs or beef or global warming or asteroids. But you never take time to imagine the impossible, the maybe you survive," The Doctor told Rose. "This is the year five-point-five slash apple slash twenty-six. Five billion years in your future, and this is the day-"

He looked down at his watch, "Hold on."

In front of them, the sun flared and turned a vibrant shade of red. Swirls of all different hues mixed together to create the wondrous sight before them. Audrey couldn't see their faces from here, but she knew that Rose would be in awe and the Doctor would be wearing the same grin as always, the one where he was admiring the wonders of the universe and was so proud to be standing witness to it.

"This is the day the Sun expands. Welcome to the end of the world."

"Oh, you just love to be dramatic, don't you, Doctor?" Audrey called down to him in a teasing way. Both he and Rose spun around at the sound of her voice, the former grinning excitedly while Rose still seemed to be reeling about what the Doctor had just told her.

In a moment, the Doctor had bounded up the steps to join Audrey on the top platform. His arms wound around her waist tightly as he pulled her in for a hug. Audrey, who was slowly but surely learning to welcome to constant shows of affection, hugged him back.

"Where've you just bee then?" He asked.

"Ah, you know, here and there. Mostly your future, quite far too, I think. You're always getting into trouble and I, as always, have to save your ass."

"I'm sure it's the other way around."

"It was more of a joint effort I'd say."

"Well, I'm glad you're here, you'll like this bit," He told her as he brushed past her and walked out the door. Audrey rolled her eyes at his retreating form and turned to Rose.

"Hello, dear, didn't even get to say hi to you yet. You know how he is," She said with a smile while she pulled Rose in for a hug too. The other girl's arms came up to awkwardly pat Audrey on the back, making her pull back in realization, "Oh, right, time travel. You have met me before, yes?"

"Uh- yeah. Um, once."

"Ok, so early days. Good to know."

The Doctor, who probably hadn't noticed they hadn't followed him until he was halfway down the corridor, poked his head around the door.

"What're you two standing around chatting for?" He questioned, "Come on!"

Just like that he was gone again. Audrey rolled her eyes and turned to face Rose. The girl looked so young and overwhelmed by everything, a much different Rose than the one she had last seen. Then again, she figured this was the very start of their adventures together, which meant Rose hadn't had much time to adjust. Audrey felt the urge to take her by the hand and make sure she was all right. Briefly, she wondered if that was the way the Doctor felt when a young version of her showed up.

"We better follow him," Audrey said to Rose with a smile, "God knows what sort of trouble that man gets into when left unsupervised."

Rose gave her a hesitant smile in response, meaning Audrey had achieved her goal.

They caught up to the Doctor in a corridor that was just as undecorated as the room they had been in previously. The whole place seemed to be spotlessly clean and devoid of all personal touches.

"So, when it says guests, does that mean people?" Rose asked as the three of them walked through the corridor.

"Depends on what you mean by people," The Doctor responded, making Rose look at him in confusion.

"I mean people. What do you mean?"

"Aliens," The Doctor and Audrey told her at the same time. At their synced speech, they both turned to smile at each other.

"What are they doing on board this spaceship? What's it all for?" Rose inquired.

"It's not really a spaceship, more like an observation deck. The great and the good are gathering to watch the planet burn," The Doctor answered. He pulled out his sonic screwdriver and used it on a panel in the wall.

"What for?" Audrey asked, curiously.

"Fun."

"That's a morbid sort of hobby."

When the door opened, the three of them walked into a large room that had floor to ceiling windows overlooking the Earth. Scattered around the room were display cases that held things Audrey didn't recognize.

"Mind you, when I say the great and good, what I mean is the rich."

"But hold on. They did this once on Newsround Extra. The sun expanding, that takes hundreds of years," Rose interjected as she moved closer to the window.

"Millions, but the planet is now property of the National Trust. They've been keeping it preserved. See down there?" The Doctor pointed, "Gravity satellites holding back the sun."

"The planet looks the same as ever. I thought the continents shifted and things."

"They did, and the Trust shifted them back. That's a classic Earth. But now the money's run out, nature takes over."

"How long's it got?" Rose asked.

"About half an hour and then the planet gets roasted," The Doctor told them. There was something in his voice that almost sounded excited. Audrey could tell that Rose picked up on it too, because her eyes went wide as she looked at him in bewilderment. Then, something in her demeanor changed.

"Is that why we're here? I mean, is that what you two do?" She asked, smiling, "Jump in at the last minute and save the Earth?"

"We're not saving it. Time's up."

"But what about the people?"

"It's empty. They're all gone. No one left."

"Just me, then," Rose said sadly, staring down at the planet below them. Earth, her home, was empty and they were about to watch it burn. From beside her, Audrey bumped her hip against Rose's with a playful smile.

"Hey, I'm human too, you know," Audrey reminded her.

The Doctor snorted, "No, you're not."

Rose looked between the two of them, clearly confused.

"Well…sort of human. Human plus," Audrey fumbled through the explanation before shaking her head, "I was born on Earth, that's what I mean."

Rose smiled, slightly surprised. He had assumed that the woman was an alien like the Doctor, with the way she talked sometimes, it was easy to think. She always seemed to know so much but Rose guessed that's what happened when you've travelled with the Doctor for as long as Audrey had.

"Who the hell are you?" A voice called out and the three of them turned to see a blue-skinned man striding towards them with a glare. Audrey's own eyes narrowed.

"Oh, that's nice, thanks," The Doctor commented drily.

"What a warm welcome," Audrey commented.

"But how did you get in? This is a maximum hospitality zone. The guests have disembarked, they're on their way any second now."

"That's us. We're guests. Look, I've got an invitation. Look. There, you see?" The Doctor told the man, pulling a small leather wallet out of his jacket so he could show him, "It's fine, you see? The Doctor plus two. I'm the Doctor, this is Audrey, and that's Rose Tyler. They're my plus two. Is that all right?"

The steward handed the paper back to the Doctor and Audrey leaned over, trying to see for herself what the psychic paper actually looked like. She only got a glimpse of it before the Doctor tucked it away into his jacket. From what she had seen, it was blank. That was odd though because, in the future, the Doctor had explained the psychic paper to her and said it displayed whatever the Doctor wanted them to see.

"Well, obviously," The Steward replied, "Apologies, et cetera. If you're on board, we'd better start. Enjoy."

As he walked over to the podium in the corner, the Doctor turned to the two girls.

"The paper's slightly psychic. It shows them whatever I want them to see. Saves a lot of time."

"Then how come it looked blank?" Audrey questioned and the Doctor only grinned at her.

"You're just too clever."

"He's blue," Rose interrupted.

"Yeah," The Doctor replied.

"Okay."

"We have in attendance the Doctor, Audrey, and Rose Tyler. All staff to their positions," The Steward announced from his podium. A group of blue people, only the size of children, poured into the room. They all filed out through the doors, only leaving two that were standing on either side of the entrance.

"Hurry, now, thank you. Quick as we can. Come along, come along," The Steward urged before he moved on to introduce the other guests who had just begun to arrive, "And now, might I introduce the next honored guest? Representing the Forest of Cheam, we have trees, namely, Jabe, Lute, and Coffa."

A bark-skinned woman appeared in the entry way, followed by two men flanking her sides. The woman wore a brightly colored gown while the two men wore matching black armor. It almost looked as if they were her body guards. Jabe, as the Steward had introduced the woman, did have an air about her that implied she was important enough to require bodyguards and the Doctor _did_ say that the people here were all very rich.

"There will be an exchange of gifts representing peace. If you could keep the room circulating, thank. Next, from the solicitors Jolco and Jolco, we have the Moxx of Balhoon."

After Jabe, a platform was rolled into the room. On top of the platform sat a small blue man, who was controlling the platform through a small lever on the side of his seat.

"And next, from Financial Family Seven, we have the Adherents of the Repeated Meme."

Five people entered the room. They were all dressed head-to-toe in black robes that concealed their identity entirely. Just looking at them made Audrey slightly uneasy because they gave off the feeling that they were constantly staring at you, like painting whose eyes seemed to follow your movement.

The introductions continued on and brought many kinds of aliens into the room. There were some that looked more…well, _alien_ than others, and those that seemed entirely normal except for a few slight quirks. With each passing moment, the room was becoming more and more diverse, bringing people from all over. The Doctor watched Audrey and Rose's reactions to each of the groups, seeming pleased with himself when he saw that they were speechless.

"A Gift of Peace. I bring you a cutting of my Grandfather," Jabe said as she and her entourage approached them. A small plant was handed to the Doctor, who took it gratefully and passed it to Rose.

"Thank you. Yes, gifts. Er," The Doctor patted himself down in search of anything that could be presented as a gift. When he came up short, he composed himself and said, "I give you in return air from my lungs."

Audrey tried to keep a straight face as she watched the Doctor blow a stream of air at the group. It had been quick thinking on the Doctor's part, but she still didn't think they were going to accept it. She was proven wrong, however, when Jabe smiled softly and eyed the Doctor.

"How…intimate," Jabe responded.

With one final glance over the Doctor, Jabe and her group went their separate ways. Audrey began to laugh the moment they were out of ear shot.

"From the Silver Devastation, the sponsor of the main event, please welcome the Face of Boe," The Steward announced.

Audrey's ears perked up at those words and she turned to the door just as a tank was being wheeled in. The Face of Boe was just as she remembered him in New New York. Momentarily, she was shocked to see him, given the fact that he had died the last time she'd seen him, but then she was reminded about the nonlinear progression of her life and it made sense.

She grinned, "The Face of Boe!"

When Rose and the Doctor shot her curious looks, Audrey couldn't help but feel proud that she knew something they didn't. Audrey was about to make her way over to the Face of Boe when someone else approached them for the exchanging of gifts.

"The Moxx of Balhoon," The Doctor greeted as the blue alien on the platform stopped in front of them.

"My felicitations on this historical happenstance. I give you the gift of bodily salivas," He said before spitting directly in Rose's eye, causing her to flinch. The Doctor and Audrey leaned against each other as they tried to hold in their laughter, but their shoulders were visibly shaking from the effort to hold it back.

"Thank you very much," The Doctor told the Moxx of Balhoon with a small laugh.

Lastly, the Adherents of the Repeated Meme made their way towards Audrey, Rose, and the Doctor. Audrey was watching them suspiciously and the Doctor, as usual, had approached the situation with an open mind, treating them no different than how he had treated the others. He went through the same spiel that he had given Jabe about the 'air from his lungs', though this time he encouraged Audrey and Rose to do it too.

"A gift of peace in all good faith," The Repeated Meme said in a low voice, handing the Doctor a metal ball.

"And the sinister aliens get even creepier," Audrey commented under her breath. The Adherents moved on to the next group and the Doctor handed Audrey the ball. She observed it carefully but saw nothing visibly wrong with it.

"And last but not least, out very special guest. Ladies and gentlemen, and trees and multiforms, consider the Earth below. In memory of this dying world, we call forth the last Human. The Lady Cassandra O'Brien Dot Delta Seventeen."

If there was one person that night who could've gotten a reaction out of Rose and Audrey, it was Cassandra. As the so-called 'Last Human' it was obvious that the two _actual_ humans in the room would be interested, but Cassandra was nothing like they expected.

The doors pulled back to reveal a thin piece of skin that was stretched to fill a metal frame on wheels. Two men dressed in hazard suits followed behind her, carrying spray machines. Audrey's eyes had gone wide, along with Rose, and the Doctor seemed to be reveling in their surprise.

"Oh, now, don't stare," Cassandra giggled. "I know, I know it's shocking, isn't it? I've had my chin completely taken away and look at the difference. Look how think I am. Thin and dainty. I don't look a day over two thousand. Moisturize me. Moisturize me."

"What the hell is she?" Audrey whispered to the Doctor. Everyone in the room was silent as one of Cassandra's servants sprayed a clear mist over her.

"The last human, apparantly," The Doctor replied simply.

"But it's not really it's…"

"Truly, I am the last Human. My father was a Texan, my mother was from the Artic Desert. They were born on the Earth and were the last to be buried in its soil. I have come to honor them and say goodbye."

As Cassandra's servants were dabbing away her tears, Rose had circled around the room and come to a stop behind Cassandra's frame.

"But behold. I bring gifts. From Earth itself, the last remaining ostrich egg. Legend says it had a wingspan of fifty feet and blew fire from its nostrils. Or was that my third husband?" Cassandra jested, making the crowd laugh politely, "Oh, no. Oh, don't laugh. I'll get laughter lines. And here, another rarity."

From the hallway, a juke box was wheeled into the room. Cassandra introduced it as an IPod, saying that it played classical music from humanity's 'greatest composers'. Audrey couldn't tell if the error in facts was due to how things got lost in translation over centuries or if Cassandra wasn't as genuine as she seemed. Regardless, she had an attendant work the juke box and soon the first notes of a song were filling the room.

Audrey scoffed, "I'd hardly called 'Tainted Love' a classic."

Beside her, the Doctor was bobbing his head in time to the music. He made a face at her criticism of the song, but still tried to get her to dance along with him. Even though she pretended to be annoyed, Audrey had to admit that he looked adorable.

"Refreshments will now be served. Earth Death in thirty minutes," The Steward reminded them. The guests began to interact again and Audrey when Audrey saw that the Face of Boe was alone, she turned to the Doctor.

"I'll be back in a second. There's someone I have to say hi to."

The Face of Boe had something about him that made him seem perpetually tired. Audrey thought it might have been due to his drooping eyes that peered through the murky liquid in his tank. Or maybe he was just old. Still, he managed to seem open to conversation, which made Audrey less hesitant about approaching him.

"Hi, this might sound weird but... have we met before or…?" Audrey trailed off.

"Yes," The Face of Boe replied in her mind, "I have seen you many times throughout my life. Although, I must say it's been a very long time since our last meeting."

Audrey managed a smile, "Ah, well, that's how it is with most of my friends."

"How many times have you met me?" He asked.

"Just once," Audrey said without delving into more detail. How could you stand and pretend like everything was normal when you'd seen the person in front of you die sometime in their future?

"Do not worry. There are plenty of adventures to come."

"Yeah, I get that impression."

Without meaning too, Audrey's eyes drifted over to the Doctor. He was still bobbing his head along to the music and when he saw her looking at him, he grinned and gave her a thumbs up. A smile found its way onto Audrey's face as she looked away. It was just like the Face of Boe said, there were plenty of adventures to come. On one hand, she loved the idea of getting to spend the rest of her life through a series of adventures with the Doctor at her side. Then, on the other hand, she was in a universe where she knew so little and the man she was with seemed to have nothing but knowledge. Even knowledge about her that she didn't know.

"You will learn to trust him and let him into your heart, as you always have. The world would be a much darker place without the Doctor and Audrey there, together," The Face of Boe told her wisely. His expression didn't change but something gave Audrey the feeling that he was smiling.

Audrey nodded, "Thank you."

Out of the corner of her eye, Audrey saw Rose hurrying out the of the room. Audrey excused herself from the Face of the Boe quickly and met the Doctor in the middle of the room. Just as they were about to exit the rom, Jabe stopped them.

"Doctor," She intervened. Multicolored light hit them as the device in Jabe's hands flashed, "Thank you."

Both of them were too concerned about Rose to wonder what Jabe had done. The left the woman behind to stare at her device in disbelief as it showed her results that she didn't think we possible. Her eyes shot up to look for the couple, but they were gone.

* * *

Rose was in the same observation room they had been in before. She looked surprised that they had come after her and something in her demeanor made her seem distant. The Doctor sat on one of the steps across the aisle from Rose and looked over at her in concern. Audrey felt the need to comfort the younger girl, but knew that Rose was overwhelmed and might not appreciate being crowded, so she chose the seat next to the Doctor instead.

"What do you think, then?" The Doctor asked.

"Great. Yeah, fine. Once you get past the slightly psychic paper," Rose paused for a second before saying, "They're just so alien. The aliens are so alien. You look at 'em and they're alien."

"Good thing I didn't take you to the Deep South."

Rose tilted her head, "Where are you from?"

Since they had already established that Audrey was from Earth, she knew the question wasn't directed at her. One look at the Doctor's face and Audrey wished the question had been for her. She knew it was a sensitive subject, one that he was probably not willing to get into at the moment, so she put a hand on his arm in a show of support. He reached up to cover it with his own hand almost instantly.

"All over the place," The Doctor answered vaguely as he squeezed Audrey's hand.

"They all speak English," Rose pointed out.

The Doctor perked up, "No, you just hear English. It's a gift of the TARDIS. The telepathic field, gets inside your brain and translates."

"It's inside my brain?" Rose asked. At Rose's confusion, Audrey smiled. It was only a short time ago that Rose had been explaining this concept to Audrey and now Audrey was getting to see the moment she learned it herself.

"Isn't it brilliant? I mean these people are from all over the universe, but you are able to communicate with them just like anyone else," Audrey exclaimed.

"Your machine gets inside my head. It gets inside and it changes my mind, and you didn't even ask?"

"I didn't think about it like that," The Doctor said, surprised at the angry tone that Rose had adopted. Audrey had to admit that she hadn't expected that kind of reaction from Rose either.

"No, you were too busy thinking up cheap shots about the Deep South," Rose replied heatedly, "Who are you, then, Doctor? What are you called? What sort of alien are you?"

It was easy to see that this was going to go very bad, very quick. Audrey tried to cut in, "Rose, listen-"

"I'm just the Doctor."

"From what planet?"

The Doctor laughed, "Well, it's not as if you'll know where it is!"

"Where are you from?" Rose pushed.

"This is who I am, right here, right now, all right? All that counts is here and now, and this is me," The Doctor raised his voice. A hand was placed on his shoulder as Audrey tried her best to calm him down, but both he and Rose were too far into it to listen to her.

"Yeah, and I'm here too because you brought me here, so just tell me," Rose yelled. Audrey's hand fell back to her side as the Doctor stormed off down the steps of the room. Tension was high in the air and Audrey knew she shouldn't make it worse, but she couldn't help it.

"You need to cut it out, all right?" Audrey told Rose angrily.

Rose's eyes were wide, "I-what-"

"I get that you're a bit overwhelmed. Believe me, I've been there. That's understandable, but it doesn't mean you can take it out on him. You _chose_ to travel with him and just because you're here does not give you the right to demand to know everything about his life."

Rose at least had the decency to look somewhat ashamed of her actions after Audrey's words. Before Audrey said something she didn't mean, she headed down to the window where the Doctor stood. They both stared straight ahead, but the tension in the air dissipated slightly.

"All right?" Audrey asked.

"Fine," The Doctor answered gruffly. Audrey felt his eyes on her as he gave her a side glance.

She nodded, "Good."

Cautiously, Rose approached the two of them. It was clear that she was uncomfortable and didn't know how to precede.

"Alright," Rose conceded, sounding sheepish, "As my mate Shareen says, don't argue with the designated driver. Can't exactly call for a taxi. There's no signal. We're out of range. Just a bit."

"Tell you what," The Doctor finally said. He plucked the cell phone from Rose's hands and slid the back panel off of it. "With a little bit of jiggery pokery-"

"Is that a technical term, jiggery pokery?" Rose joked.

"Yeah, I came first in jiggery pokery. What about you?"

"No, I failed hullabaloo."

After attaching a strange object to the battery of Rose's phone, the Doctor handed it back to her with a smug look. The phone screen lit up with her mother's contact information, causing Rose to glance between the Doctor and Audrey in confusion. Eventually, she pressed call and held it to her ear. Her mother's voice answered on the other end shortly.

Rose stepped away from the two of them as she spoke to her mother excitedly. The Doctor watched her, seeming proud of his accomplishment, and Audrey watched in fascination. On instinct, she traced the outline of her own cellphone in her pocket. It was a habit from her old world that she hadn't quite kicked. Keeping it on her was useless since there was never any use for it. Maybe…

"Doesn't work with alternate universes. I'm sorry," The Doctor spoke up. Audrey looked up, seeing that he was watching her with sympathetic eyes.

She grimaced, "Yeah. Yeah, I didn't think it would."

Instead, Audrey focused on Rose. The teenager was stuck between being amazed at the technology and being happy to hear her mother's voice. Audrey imagined what it would be like to talk to her own mother again. She would have been livid at Audrey for missing Phoebe's recital, then angry that she couldn't come home. Sadness would come last, it always did, and Audrey imagined the way she would've cried. At least Audrey would've been able to tell them what happened to her, rather than leave them wondering for the rest of their lives.

The shaking of the space station is what brought Audrey out of her own thoughts. She glanced over at the Doctor and Rose to see if they noticed that she had checked out of the conversation, but they hadn't.

"That's not s'posed to happen," The Doctor remarked, raising an eyebrow. Curiosity was evident in his tone and the look he wore.

"Course not," Audrey grumbled as the Doctor grabbed her hand. "Well, here we go again."


	22. End of the World - Part 2

Hey guys! Hope you are doing good and that you enjoy this next chapter!

Replies to Comments:

 **Fakira** : You are such a sweetheart omg. I understand the whole 'not knowing what to say thing' because I never know what to comment on other people's stories either. Your comment was great though, so don't worry about it. Hope you have a great day too and hope you enjoy this next chapter!

 **Savage Kills** : Lol the trouble never ends, does it? Hope you enjoy this chapter!

 **Pastel-Potatoes:** Thank you! And you're right, she is getting over most of it. Not necessarily because she's no longer affected by it, but mostly because she's scared that if she dwells on it too much, she'll end up being distracted and someone will be hurt/something will go wrong because of it. Don't worry, she'll definitely have some setbacks to her adjustment in the future. There is still a lot of stuff that's going to get in her way of fully accepting the Doctor and this new life. Hope you enjoy the chapter!

* * *

Back in the Observation gallery, the other guests didn't seem as concerned about the turbulence as the Doctor was. It had been dismissed as a gravity pocket, hence why many of the guests had resumed their celebration, but the Doctor wasn't buying it. While the others were circulating the room and enjoying the refreshments offered, the three of them were crowded around a panel the door as they tried to gather information.

"That wasn't a gravity pocket. I know gravity pockets and they don't feel like that," The Doctor stated. Then, he turned around to address Jabe, who was lingering curiously behind them, "What do you think, Jabe? Listen to the engines. They've pitched up about thirty Hertz. That dodgy or what?"

She shrugged, "It's the sound of metal. It doesn't make any sense to me."

"Where's the engine room?" The Doctor questioned.

"I don't know, but the maintenance duct is just behind our guest suite, I could show you and your wives," Jabe said politely.

"Rose isn't my wife," The Doctor told her. From behind him, Audrey made a face and waved towards Jabe.

"Neither am I, just so you know," Audrey said.

"Partners?" Jabe tried.

"No."

"Concubines?"

"No."

Jabe quirked an eyebrow, "Prostitutes?"

"Whatever we are, it must be invisible. Do you mind?" Rose snapped at the same time that Audrey shared her own protests. Rose shook her head, "Tell you what, you two go an pollinate. We're going to catch up with the family. Quick word with Michael Jackson."

Both girls shared a look of disbelief as they turned away from the Doctor and Jabe. Surely there was some semblance of manners on alien planets, especially for someone who seemed as socially-versed as Jabe.

"Do all aliens lack manners? I thought it was just him," Audrey muttered to Rose, who agreed.

"Don't start a fight!" The Doctor called after the two of them. Although, they both knew who the warning was really for.

Audrey looked back at him with a hand over her heart and an expression of mock shock as she said, "Why, I would never!"

With a roll of his eyes, the Doctor offered Jabe his arm and began leading her out of the room. Rose held up a finger and called after him, "And I want you home by midnight."

Cassandra had a crowd of people that were trailing after her and hanging on to her every word. Rose and Audrey slipped into the group seamlessly, though they were hardly hanging on to her every word. Each time the woman spouted another false fact about Earth or claimed another exaggerated truth, Audrey and Rose shared an identical, annoyed look. Some of seemed like it was in the realm of possibility, like maybe the Earth had actually changed that much from their time to hers, but for the most part it was wildly outlandish and neither girl understood how the others believed a word of it. Perhaps they really were just unfamiliar with Earth and willing to take 'the last human's word for it.

The novelty of it wore off eventually, however, and Cassandra was left alone with the two time travelers. It seemed she knew so little about her own race that she didn't even recognize the two human women standing in front of her. She didn't let her lack of audience stop her, either.

"Soon, the sun will blossom into a red giant, and my home will die," Cassandra lamented, sounding rather rehearsed, "That's where I used t live, when I was a little boy, down there. Mummy and Daddy had a little house built into the side of the Los Angeles Crevice. I'd have such fun."

Audrey raised an eyebrow, "And the others? Where've they all gone?"

"They say mankind has touched every star in the sky," Cassandra replied wistfully.

"So, you're not the last human," Rose clarified.

"I am the last _pure_ human. The others…mingled," Cassandra sneered, "Oh, they call themselves New humans and Proto-humans and Digi-humans, even 'humanish', but you know what I call them? Mongrels."

Audrey scoffed, "That's how evolution works, Cassandra. Over time things change and adapt to fit the circumstances. But you, you stayed behind."

"I kept myself pure," Cassandra argued.

"How many operations have you had?" Rose asked.

"Seven hundred and eight," Cassandra boasted, "Next week, it's seven hundred and nine. I'm having my blood bleached. Is that why you wanted word? You could be flatter. You've got a little bit of chin poking out."

"I'd rather die."

Cassandra sighed, "Honestly, it doesn't hurt."

"It's better to die than to live like you, afraid of change and looking down on everyone else who isn't as close minded," Audrey said heatedly.

"You're just a bitchy trampoline," Rose said.

Cassandra didn't seem at all bothered by Rose and Audrey's words. "Oh, well. What do you know?"

"I was born on that planet, and so was Rose, and so were our families. That makes us the last real humans, because whatever you are, it sure as hell ain't human," Audrey snapped.

"You've had it all nipped and tucked and flattened till there's nothing left," Rose continued, "Anything human got chucked in the bin. You're just skin, Cassandra. Lipstick and skin. Nice talking."

And with that, Rose and Audrey maneuvered around Cassandra and stalked out of the room. If the woman gave any thought to their words, she didn't let it show. Instead, she watched the burning sun inch closer to the barren Earth until her next round of admirers stole her attention once more.

* * *

Meanwhile, in the hall, Rose and Audrey had linked arms and were on their way to find somewhere less crowded to watch the Earth death. The people in the main room seemed to happy for what they thought was a somber occasion. Regardless of whether the people had been removed from the planet or not, the Earth dying was a loss of cultures and people. Sure, they'd take that history with them to wherever they went next, but it wasn't the same as where it originated.

"Nice speech," Audrey told Rose. The younger girl, though she was very new to these adventures, held her own incredibly well and Audrey couldn't help but proud of her.

Rose grinned, "You too."

"Ha. You called her a bitchy trampoline," Audrey snickered.

"I did, yeah. And she deserved it!"

"Oh, I'm definitely with you there."

Neither of them knew what to say after that. The conversation seemed to fizzle out, but it wasn't uncomfortable. They passed the next couple of minutes in silence before Rose turned to Audrey. The look she gave her wasn't quite fear, nor was it quite curiosity.

"What is it?" Audrey asked when the other girl didn't say anything.

"So, you travel with him," Rose started, hastily adding, "The Doctor, I mean. You know him?"

Audrey frowned, "I suppose so, yeah."

"Is he- I mean… is it safe? Traveling with the two of you."

Snapshots of their adventures filled Audrey's mind. It was running, mostly. An ungodly amount of running is what her life had become. Usually followed by some sort of 'captured' type situation or an angry mob or bloodthirsty aliens or natural disaster or morally corrupt humans or…Anyways. There were many things she could say about this life (not of all them bad, not all of them good), but the one thing she could say with absolutely certainty (and a tiny bit of glee) was that it was not safe.

Then again, Audrey was reminded of the time Rose stood up to Mr. Sneed and the Doctor all in one night. Or the time she helped them save Madame de Pompadour, of all people. And all of the times she had solved some sort of puzzle or figured out some sort of plan. The dangers of this life were no match for Rose Tyler and Audrey knew that very well.

"No, not usually. Is that a problem?"

Rose gave her a shy smile, "No."

Audrey smiled back, "All right then."

At the end of the hallway, the Adherents emerged. Rose smiled politely at them, while Audrey viewed them with thinly veiled distrust. Without uttering a single sound, the Adherents strutted forward and struck Rose across the face. The younger girl fell to the floor instantly, unconscious.

Audrey was shocked for a moment, but snapped out of it the moment one of them reached for her. She ducked out of their way, standing in between them and Rose in case they tried to hurt her further. Just as she was about to strike back at the one in front of her, something hit hard from behind, leaving her unconscious alongside Rose.

* * *

Audrey began to stir just as the first few notes of music were coming from the speakers in the corner of the room. She let out a groan of pain as she sat up from the floor.

"Is someone playing Brittany Spears?" Audrey grumbled. From beside her, Rose started to come to as Audrey took in their surroundings.

They were back in the observation room that Audrey had first found Rose and the Doctor in. Sure enough, the overhead speakers were blasting 'Toxic' through the entire ship, which was honestly giving Audrey more of a headache than being knocked unconscious via blunt force.

"Sun filter descending," Announced the speaker over the music.

Audrey gave Rose a confused look, "What the-"

Behind them, a bright light moved from the top of the window, incinerating everything it touched. It didn't take either of them very long to figure out what was happening, and when they did, they rushed towards the door.

"Let us out! Let us out!" Rose screamed frantically as they both pounded on the door.

Audrey dug through her bigger-on-the-inside pockets until her fingers wrapped around a small object. She pulled her sonic screwdriver out and then looked up at the door.

 _Just point and think,_ Audrey reminded herself. That's what the Doctor had told her. Except, there wasn't anything to point _at._ The door was locked from the other side through a panel of some sort. There was nothing for her to do on this side of the door. Still, she pointed at the door in front of them and tried her hardest. Yet, to no avail.

Each moment that their call went unanswered brought the un beam closer to the tops of their head. Then, Audrey's ear picked up the sound of something familiar from the other side of the door. Another sonic screwdriver, this one on the side of the door with the panel, was whirring away.

"Anyone in there?" The voice of the Doctor called out.

"Doctor!" Audrey shouted, partly in relief and partly in fear.

"Oh, well, it would be you two," The Doctor replied.

"Just open the damn door."

"Hold on. Give us two ticks."

"Sun filter rising. Sun filter rising," The mechanical voice on the speakers chimed.

The beam began receding back to the top of the room, leaving both girls to let out sighs of relief. It seemed they were in the clear, until the voice was back again, this time proclaiming that the filters were once again descending.

"Just what we need," The Doctor growled from the other side of the door, "The computer's getting clever."

"Stop mucking about!" Rose shouted.

As the Doctor struggled to open the door on one side, Audrey realized the beam had nearly reached the tops of their heads by now. Quickly, she grabbed Rose's arm and dragged her to the lowest point in the room. Both of them laid flat on the floor and tucked their heads under their arms to shield them from the blinding light that was filling the room.

"Sun filter rising, sun filter rising."

This time, Audrey and Rose stayed put, not yet willing to trust that the filter wouldn't lower again and burn them to death the moment they lifted their heads. After a moment, they realized that it had finally stayed up.

Audrey was the first to rise to her feet. She took in the damage the beam had down to the room, seeing that most of it was charred beyond recognition. The door was still somewhat intact, except that it still wasn't able to be opened.

"The whole thing's jammed. I can't open the doors," The Doctor told them, "Stay there!"

"Where are we going to go, Ipswich?" Rose snapped.

* * *

"The metal machine confirms. The spider devices have infiltrated the whole of Platform One," Jabe announced to the observation gallery.

The crowd within the room dissolved into nervous chitter, worrying over this and that. Or expressing how impossible they thought it was for something like this to have happened. Someone who was the most vocal about their opinions was the last human herself.

"How's that possible? Our private rooms are protected by a code wall," Cassandra pointed out before looking to her servants and urging, "Moisturize me, moisturize me."

The Doctor walked into the room, plucked the spider device from Jabe's grasp, and scanned it with the sonic screwdriver. Jabe turned to ask him what he was thinking, but her attention was soon redirected to the concerned passengers that stood before her.

"Summon the steward," The Moxx of Balhoon suggested.

"I'm afraid the steward is dead," Jabe informed them.

This information did nothing to ease their already on edge state. Gasps of shock and horror rung out through the room, eventually turning into a loud hum of conversation where everyone seemed to be getting more anxious by the minute.

"Who killed him?" The Moxx of Balhoon wondered.

"The whole event was sponsored by the Face of Boe. He invited us. Talk to the Face. Talk to the Face," Cassandra cried.

The Face of Boe wasn't concerned with her cry for a witch hunt. In fact, he looked merely annoyed with her as he rolled his eyes from inside his tank. No one seemed to be agreeing with Cassandra, but no one was coming to his defense either. Mainly, everyone was just looking around at each other in suspicion, wondering if the person next to them could be the culprit.

"Easy way of finding out," The Doctor cut in, "Someone brought their little pet on board. Let's send him back to master."

The moment the Doctor set the spider on the floor, it scuttled across the room, it's red light scanning the floor in front of it. Every person in the room held their breath, eager to see who the one to blame was. Every time the spider moved to close to someone, they jumped back and gave the room a look of innocence. Finally, the spider stopped in front of the Adherents of the Repeated Meme.

"The Adherents of the Repeated Meme. J'accuse!" Cassandra said in a scandalized tone.

"That's all very well, and really kind of obvious, but if you stop and think about it…" The Doctor trailed off as he moved to stand in front of them. One of the Adherents raised it's arm to strike him and the Doctor pulled it clean off. A tangle of wires was hanging out of the metal hand.

"A Repeated Meme is just an idea., And that's all they are, an idea."

Pulling one of the wires from the arm, the Doctor watched in satisfaction as all the Adherents collapsed to the floor.

"Remote controlled Droids. Nice little cover for the real troublemaker. Go on, Jimbo. Go home," The Doctor encouraged as he nudged the spider with his foot. It then moved to Cassandra.

"I bet you were the school swot and never got kissed," Cassandra muttered, "At arms!"

Both of the servants that flanked her side raised their moisturizing devices and pointed them at the Doctor. He reeled back in faux fear with a wide-eyed expression.

"What are you going to do, moisturize me?"

"With acid," Cassandra said plainly, "Oh, you're too late, anyway. My spiders have control of the mainframe. Oh, you all carried them as gifts, tax free, past every code wall. I'm not just a pretty face."

The Doctor raised his eyebrows, "Sabotaging a ship while you're still inside it? How stupid's that?"

"I'd hoped to manufacture a hostage situation with myself as one of the victims. The compensation would have been enormous."

"Five billion years and it still comes down to money."

"Do you think it's cheap, looking like this? Flatness costs a fortune. I am the last human, Doctor. Me. Not those freaky little kids of yours."

"Arrest her, the infidel," The Moxx of Balhoon cried. Sounds of agreement rang out all through the room.

"Oh, shut it, Pixie. I've still got my final option," Cassandra told them all.

"Earth Death in three minutes," The overhead speaker system reminded them.

"And here it comes. You're just as useful dead, all of you. I have shares in your rival companies and they'll triple in price as soon as you're dead. My spiders are primed and ready to destroy the safety systems. How did that old Earth song go? Burn, baby, burn."

"Then you'll burn with us!" Jabe said.

"Oh, I'm so sorry," Cassandra responded, "I know the use of teleportation is strictly forbidden, but I'm such a naughty thing. Spiders, activate."

Distant and not so distant explosions rang out all over the ship. Some of the further ones sounded like avalanches and shook the floor beneath them. The explosions that occurred in the room were smaller, but they were still enough to take out light fixtures and cause sparks to fly through the air.

"Forecfields gone with the planet about to explode. At least it'll be quick. Just like my fifth husband. Oh, shame on me," Cassandra crooned, "Bye, bye, darlings. Bye, bye, my darlings."

Cassandra disappeared, leaving the room in a frenzy. People were crying out and demanding for something to be done.

"Reset the computer!" The Moxx of Balhoon tried.

"Only the Steward would know how," Jabe said.

The Doctor shook his head, "No. We can do it by hand. There must be a system restore switch. Jabe, come on. You lot, just chill."

Hurriedly, the Doctor and Jabe trekked through the ship once more. In the background, the announcement countdown for the Earth Death was reminding them how much time they didn't have.

The pair ended up back in the engine room they had come to before. Giant fans were spinning rapidly over the catwalk that led to the switch.

"Oh. And guess where the switch is," The Doctor muttered.

"Heat levels rising. Heat levels rising."

The Doctor pulled a lever on the wall. It managed to slow the fans down enough to where someone would be able to get through them if they were quick and timed it right. Confident in his abilities to do just that, the Doctor released the lever and moved forward. The fans reset themselves to the same speed as before and the Doctor released someone must be holding it down in order for it to work.

Jabe stepped up to the task, pulling the lever down and urging the Doctor to go on.

"You can't! The heat's going to vent through this place," The Doctor warned her.

"I know," Jabe replied.

"Jabe, you're made of wood," He reminded her.

Jabe, who obviously was aware of this and the danger of the situation, encouraged him to go on anyways, "Then stop wasting time, Time Lord."

Jabe's mind was already made, there was no changing it, which the Doctor knew. He also knew that she wouldn't survive the process. He wanted to argue with her, for even the slightest chance that he could save her, but he knew that there were dozens of others counting on him as well. If Jabe wanted to sacrifice her life to save them, who was the Doctor to deny her that?

He tried to complete his task in as little time as possible. Perhaps if he was quick enough, if he moved fast enough, he could get back with enough time for Jabe to let go without any significant damage to herself. That goal played like a mantra in his head as he moved through the fans as quickly and safely as he could. At some point, Jabe began to cry out from the heat, which only pushed the Doctor to move faster.

* * *

Back in the gallery, the glass had begun to crack. It shot light beams around the room and burned the walls. Audrey shoved herself in front of Rose as the light beams got to close. She knew it was pointless, that it would hardly save her, but she had to try anyways.

* * *

The Doctor reached the middle of the catwalk with success, but when he turned around to check on Jabe he was greeted with the sight of her burning. The fans speed increased as Jabe was reduced to nothing more than ash and the lever returned to it's previous position.

Not only had Jabe died, he was now stuck in the middle of the catwalk with no hope of getting to the other side in one piece. He hadn't just killed her, he had killed all of them by failing to be fast enough.

 _No,_ he thought to himself, _they're counting on me._

The Doctor closed his eyes in concentration. He felt the strong wind from the fans hitting his face and making him sway on his feet. Slowly, he stepped forward and opened his eyes. He had made it to the end of the platform.

Quickly, he reset what he had came here for, shouting at the machine for it to raise the shields. There was a moment of silence where nothing happened and he wondered if it had all been for naught, but then…

"Exoglass repair. Exoglass repair. Exoglass repair."

* * *

One by one the cracks in the window disappeared right before Rose and Audrey's eyes. They stared at it in disbelief before looking at each other with relief in their eyes.

Rose thought that Audrey must've been absolutely mad when she began laughing, and then she realized that she must be mad as well when she joined in.

Whether it was from the adrenaline or the joy of being alive, they stood there, bent over with laughter, as pieces of the broken Earth floated outside the window behind them.

* * *

The two girls had sobered up by the time they had made their way back to the observation gallery. All the adrenaline that had made them giddy to begin with was gone, leaving only exhaustion and sadness for those that had been lost in it's place.

"Are you all right?" Audrey asked the Doctor carefully as she came to stand beside him. When he had walked into the room, she had been so happy to see that he was okay, but then she felt the anger and the sadness that were rolling off of him in waves. Then, she had seen him give his condolences to the tree men that had accompanied Jabe, and suddenly everything made sense.

"Yeah, I'm fine. I'm full of ideas," The Doctor raged, "I'm bristling with them. Idea number one, teleportation through five thousand degrees needs some kind of feed. Idea number two, this feed must be hidden nearby."

Before anyone could stop him or question what he was doing, the Doctor took the ostrich egg that Cassandra had brought and smashed it against the podium. A small, silver device fell out of it. The Doctor examined it.

"Idea number three, if you're as clever as me, then a teleportation feed can be reversed."

Cassandra's voice appeared before she did. She was bragging to someone they couldn't see about how their faces had looked when she disappeared. Slowly, her form was brought back to the ship and her eyes went wide when she realized what had happened.

"The last human," The Doctor snarled.

"Oh, I _knew_ it would be the skin," Audrey spoke, hatred lacing her tone so thickly that it made Rose look at her in alarm.

"So, you passed my little test, Bravo. This makes you eligible to join, er, er, the human club," Cassandra stuttered.

"People have died, Cassandra. You murdered them," Audrey accused her with a glare. She stepped forward confidently and took the Doctor's hand in hers. His was shaking with hard to contain rage and Audrey, who knew the feeling, wasn't going to let him face her alone.

"It depends on your definition of people, and that's enough of a technicality to keep your lawyers dizzy for centuries. Take me to court, then, Doctor, and watch me smile and cry and flutter," Cassandra crowed.

"And creak," The Doctor added.

"And what?" Cassandra asked.

"Creak," Audrey repeated, "You're…you're creaking."

"What? Ah! I'm drying out! Oh, sweet heavens. Moisturize me, moisturize me!" Cassandra cried desperately, "Where are my surgeons? My lovely boys! It's too hot!"

" _You_ raised the temperature," The Doctor reminded her.

"Have pity! Moisturize me! Oh, oh, Doctor. I'm sorry. I'll do anything."

"Help her," Rose said.

"Everything has its time and everything dies," The Doctor replied.

Audrey hummed, "She brought this on herself."

Rose stared at the Doctor and Audrey, the pair that she had seen save the day twice since she had known them. It was a short time, yes, but it was time enough to get an idea of what sort of people they were. They were the heroes, the ones that gave out mercy even when there shouldn't be any left. And, she could say with absolute certainty, they were not the people standing in front of her now.

These people were both blinded by their rage and watched, unblinkingly, as Cassandra's skin became so dry that it cracked and ripped a massive hole right down the middle. Once she was gone, the two of them turned and walked away.

* * *

Later, Rose stood in front of the window of the observation room in solemn silence. Pieces of the destroyed earth were floating by the asteroids and she tried to imagine which pieces of the Earth they were. It seemed so much sadder when she thought about how each piece was part pf something, maybe an ocean or a town that had once been filled with people.

Audrey and the Doctor came up behind her, Rose said, "The end of the Earth. It's gone. We were too busy saving ourselves. No one saw it go. All those years, all that history, and no one was even looking. It's just…"

Rose trailed off, her voice thick with tears. Audrey wrapped her arm around the girl's shoulders in comfort.

The Doctor held out a hand, "Come with me."

* * *

They emerged from the TARDIS in the middle of a busy London street. People were rushing all around them, some with smiles and others with frowns, but they were living, breathing people. In the span of a moment, they had crossed jumped the whole history of the Earth. Here they were now, it seemed as if they had brought it back to life again. Everything was so vibrant and wonderful and Rose had a new appreciation for all the things she saw.

"You think it'll last forever, people and cars and concrete, but it won't. One day it's all gone. Even the sky," The Doctor paused, "My planet's gone. It's dead. It burned like the Earth. It's just rocks and dust before it's time."

Rose seemed surprised that the Doctor was confessing this, but having seen the destruction of her own planet just hours before, she felt like she knew him better. Then she realized, she could come back. The hopeless feeling she had felt was over and done with in minutes because she could come back to a time when Earth was alive. Even the idea of living her life with the feeling that her home was gone was enough to make her eyes water.

Audrey leaned her head against the Doctor's arm, locking their fingers together as a sign of support. She felt him give her fingers a small squeeze.

"What happened?" Rose inquired.

"There was a war and we lost."

"A war with who? What about your people?"

The Doctor looked at her seriously, "I'm a Time Lord. I'm the last of the Time Lords. They're all gone. I'm the only survivor. I'm left travelling on my own 'cos there's no one else."

"You've got me. I'm never going to live you," Audrey promised him. It was a promise that she knew she could keep.

Rose nodded in determination, "Yeah, and you've got me too."

The Doctor smiled at the two women for their show of solidarity. Knowing he had them by his side was more of a comfort than they could ever know, still he had to ask…

"You've seen how dangerous it is. Do you want to go home?" The Doctor asked Rose.

"I don't know. I want…" Rose looked around the square and then turned to the Doctor and Audrey, "Oh, can you smell chips?"

The Doctor laughed, "Yeah. Yeah."

"I want chips."

"Me too."

They both turned to look at Audrey, who smiled at them in return, "Sounds good to me."

"Right then, before you get me back in that box, chips it is, and you can pay," Rose decided.

The Doctor shrugged, "No money."

"Hold on, wait, wait!" Audrey cried out suddenly. She began rummaging through the bigger-on-the-inside pockets of her coat, seeming to be having difficulty. Then, she pulled out a small wallet.

On the inside of the wallet was a Florida issued driver's license, a couple of credit cards, and a few bills. Audrey pulled out the crumpled pieces of paper triumphantly and counted it.

"Two bucks…" Audrey trailed off as she realized something, "American money. Right. Sorry, I've got nothing."

"What sorts of friends are you? Come on then, tightwads, chips are one me. We've only got five billion years till the shops close."

* * *

With another draining, but ultimately successful, day coming to a close, Audrey was ready to get a few hours of sleep in before she jumped again. It wasn't often that she got to stay in a place long enough to do anything but wrap up whatever kind of doomsday situation they'd fund themselves in. And, when she did, that time was usually spent getting into some other type of trouble with the Doctor.

Just before she could head off to bed, the Doctor stopped her. They were the only two in the console room, now. Audrey had shown Rose her new room on the TARDIS and the younger girl had excused herself to bed as well.

"I was thinking about what you said earlier," The Doctor started.

"That never works out well for us," Audrey joked, "And _no_ , I was not serious about going back in time to fix the 2016 election. It was a _joke_."

The Doctor shook his head, "Not that. About fixing your phone like I fixed Rose's'"

"Doctor, I know you can't," Audrey sighed. "Alternate universes and all that. It's okay."

It wasn't. Audrey wanted to talk to her family more than anything in this universe or the next, but she knew that it wasn't the Doctor's fault. If anything, she wanted to forget the notion entirely. It was impossible and dwelling on it would only cause her pain.

"You're right. I can't make it reach another universe, but I can do the next best thing."

From his pocket, the Doctor produced a slim, black cellphone that was quite similar to the one Audrey carried from her old universe. He handed it to her.

"I applied the same idea from Rose's to this one. Anyone, anywhere in _this_ universe and this phone can reach them. You can call all of our companions, well, at least those of them that have phones. All their numbers are in there. Each one of me has a different number too. And it's connected to the TARDIS, so you don't need to worry about dates or timelines, she'll take care of it."

Audrey unlocked the phone, opening the contacts. She scrawled through to see several names, most of them that she recognized, but lots that she didn't. Even if curiosity was urging her to investigate names such as 'Ace', 'Bill', and some of the earlier Doctors, she knew that it was a bad idea to go snooping when they were clearly spoilers. What caught her eye, though, was the fact that Martha and Donna's numbers were in there, even though she was sure they wouldn't meet the Doctor until his next regeneration.

"These people…how-"

The Doctor looked proud. "I phoned a friend for help."

It took Audrey a moment to understand and even when she got it, she was still confused.

"Wait… you called an older version of me to help you with a present that you were giving this me?"

The Doctor nodded.

"That's so awesome," Audrey exclaimed. "Thank you, Doctor. This means a lot to me."

Out of anything anyone had ever done for her, Audrey was sure that this was the sweetest and most thoughtful. In a universe where nothing was certain or where she was constantly getting thrown into situations with people that she didn't know, it was nice to know that she'd always be able to hear a familiar voice or call a friend when she needed someone to talk to.

Without thinking about it, she pulled the Doctor in for a hug. He seemed surprised for a moment, possibly from the rare occurrence of her initiating affection, but soon wrapped his arms around her as well. Before they parted, she pressed a swift kiss to his cheek.

She turned and left the console room before she could face the consequences of what she had done, or before she could see the happy grin that overtook the Doctor's features.


	23. Time of the Angels - Part 1

Hey guys! I'm actually really excited for this chapter because this episodes is one of my all-time favorites, and it's the first chapter in this story that has one of the my favorite characters in it too. Other than that, there isn't much to say, so hope you enjoy this chapter and here are the replies to the comments!

Replies to Comments:

Fakira: (Don't worry, I love long reviews) The phone, yes! This was something I was excited to put in because it will definitely come in to play later on in the series. And the kiss! They're just so cute. Even though they aren't on the same page, they care for each other so much and it shows in differing ways. With the Doctor, it's giving her the phone to make her feel more connected and a part of this universe. And for Audrey, it's physical affection and being open. As for the 2016 election comment... there was _originally_ a part in the chapter where Audrey joked about fixing it, but I decided to take it out because I didn't want to offended anyone. However, Audrey is 100% the person who would _want_ to go back and change it (as am I lol), so I felt like it would be fun to keep it in as a reference to a scene that takes place off-screen/off-page. Thank you, you have a great day too! Hope you enjoy the chapter!

Pastel-Potatoes: I'm glad you like the progression of their relationship. This story is going to be quite the slow burn, so their relationship is going to progress through the story in very small ways at first, but for now they've made this really strong foundation for their friendship. Thank you and I hope you enjoy this chapter!

bored411: Well, hello, welcome! And yay they get a bit of a happy, everything-is-okay-for-now moment... we'll see how long it lasts lol. Hope you enjoy this chapter!

* * *

The occupants of the TARDIS were having one of those in-between moments that came every now and again. They'd just come from an adventure, but were too tired to continue straight on into another one. Rose and Audrey had bid the Doctor goodnight, leaving him to his own devices. Time Lords didn't need as much sleep as humans or human plus, in Audrey's case, so he was fairly used to having to find something to pass these moments.

He had spent a few hours in the library reading a book an older Audrey had given to him. She had been right, he did love it, but eventually he grew restless and began wandering the corridors of the TARDIS. Initially, his plan was to head to the kitchen for a snack, but then he heard a voice drifting down the hallway.

With peaked curiosity, the Doctor followed the voice until he reached the console room. He stood in the doorway of the room and peered around the corner.

Audrey sat in her spot at the captain's chair with her knees pulled up to her chest and her chin resting on top of them. She seemed like she had been asleep if her attire was anything to go by. She wore leggings and a tank top and her hair was thrown up in a messy bun. The colorful coat that she loved (and he loved to poke fun at) sat comfily around her shoulders.

"Ok, ok, just _one_ more time," Audrey said out loud. The TARDIS gave a noise that resembled an annoyed huff and Audrey managed a sheepish smile, "I know, I know. I'm a pain in the ass."

There was a beep of agreement that caused Audrey to laugh quietly. Suddenly, a screen on the console flickered to life and Audrey studied it carefully.

"One, black ribbon tie," Audrey muttered to herself, the monitor cast a soft glow on her face that flickered each time it changed screens, Audrey snickered as she continued, "Two, he's got a bit of a bowl cut, doesn't he?"

The Doctor shifted a little to the right so that he could see what she saw on the screen. Each picture the TARDIS was displaying was of one of his previous regenerations Audrey was observing each of them for a moment, naming the most distinguishable thing about them, and then committing the face to memory. The Doctor watched on with interest, and a bit of embarrassment when he was reminded of some of his earlier fashion choices.

"Eight…" Audrey paused, "Oh, look at you, Doctor. All Victorian and Alan Rickman like. Got to say, I kinda love it."

When the screen switched to a new face, _this_ face, the Doctor held his breath. He had always wondered what Audrey thought of each of his regenerations. Obviously, he knew that looks weren't important to her, but he was always curious.

"Nine, Dumbo," Audrey murmured as a soft smile dominated her features, "This one's easy. I'm never going to forget him…I mean, just look at those ears."

"All the better to hear you with, my dear," The Doctor quoted with a teasing smile on his face. Audrey whirled around, a hand flying to her chest in shock.

"What are you _doing_?" Audrey exclaimed, "Do you always lurk around dark corners waiting to terrify poor, unsuspecting young women?"

The Doctor rolled his eyes as he joined her at the console. He sat down in the space next to her, both of them having to squeeze together in order to fit. Audrey's legs ended up sprawled across his lap as she sat sideways.

"What's this about?" The Doctor asked as he gestured to the monitor screen that had now gone dark.

Audrey shrugged, "Just trying to keep up. If I run into a version of you that I haven't met yet, I want to know them. You've known me for so long and I don't want you to see me looking at you like a stranger. I can't help it if I've never met you before, but maybe if I've seen you…"

The Doctor looked at Audrey with a wide, dopey grin and adoring eyes. After a moment, a smile stretched across Audrey's face too.

"Why are you looking at me like that?" She laughed.

The Doctor shook his head, "Nothing."

Audrey looked like she was about to respond when she suddenly bent over and grabbed her head in pain. Like most times, they were soon interrupted by a white light that was being emitted from Audrey. The Doctor rubbed her arm in a soothing manner, wishing he had something to make it better, but they both knew that she just had to endure the pain until she was eventually dragged away.

"See you soon, Alienboy," Audrey muttered through gritted teeth. By now the light had almost engulfed her.

"Counting on it, Angel."

And then, she was gone.

* * *

The first thing Audrey saw when she opened her eyes was the bow tie wearing Doctor standing in front of her with a comically shocked expression. That wasn't particularly odd since it wasn't unusual for her to appear somewhere close to him and he was often surprised. No, the odd bit was what happened afterwards. Audrey was just about to ask what the Doctor was staring at when something crashed into her from behind, knocking her to the floor.

One side of her face was pressed to the metal floor of the TARDIS. When Audrey looked up she could see the Doctor kneeling down in front of her. She tried to move, but something was pinning her down.

"Oh, hello. I seem to be stuck," She told him. He didn't answer, but his eyes moved to something behind her and then back again.

Taking this as a hint, Audrey struggled to roll over and then came face to face with a mop of curly blonde hair. Through the hair, a pair of green eyes were staring at her. Audrey blinked in surprise as she looked at the woman who was lying on top of her.

"Well, I can't say this has never happened. Mind letting me up, Curly?" Audrey asked.

"Audrey?" The Scottish voice of Amy called to her.

"River?" The Doctor questioned. The woman lying on Audrey stood up quickly and pointed through the TARDIS doors at a leaving ship.

"Follow that ship."

Without asking any questions, the Doctor bounded over to the console and began fiddling with the controls. River moved past Audrey, who was still lying on the floor in console and began fiddling with the controls. Audrey stood up slowly and walked over to Amy.

"Hello, Amy," Audrey greeted. "Do you have any idea what's going on?"

"Nope," She replied.

"Brilliant."

The TARDIS began to shake violently and the four passengers were tossed around. The Doctor and River had enough sense to grab onto the console beforehand, but Audrey and Amy weren't that lucky.

"They've gone into warp drive. We're losing them. Stay close," Rover told the Doctor as she hung her red high heels on the scanner.

"I'm trying," The Doctor responded.

"Use the stabilizers," River commanded, moving to switch something by Audrey's arm.

"There aren't any stabilizers," The Doctor replied, annoyed. River rolled her eyes and nodded towards small blue switches.

"The blue switches."

"Oh, the blue ones don't do anything, they're just blue."

"Yes, they're the blue. They're the _blue stabilizers_ ," She said in exasperation before reaching over the Doctor to press them and when she did, the TARDIS stopped shaking. She then turned to the Doctor with a smile, "See?"

"Oh, haha! I like you!" Audrey crowed, grinning at the blonde woman. Her attention was drawn to the pouting face of the Doctor, causing her to miss the confused look River wore.

"Yeah. Well, it's just boring now, isn't it? They're boring-ers. They're blue boring-ers," He muttered, flicking them angrily. Amy came up behind him, still eying the new woman with interest, but Audrey couldn't hear what they said.

Audrey's attention was completely captivated by the woman in front of her. River seemed so comfortable and in control, even though all three of them were looking at her as if she was a stranger to them. The way she moved around the TARDIS and the way she talked to the Doctor made Audrey assume she was a future companion she hadn't met yet. Except, Amy clearly had never met her, and if the Doctor did know her, it wasn't very well. Whatever it was, the woman was intriguing.

"You call that flying the TARDIS? Ha!" The Doctor scoffed, responding to whatever Amy had said and drawing Audrey out of her thoughts.

The Doctor threw himself down the captain's chair and reached over to tug Audrey down with him as well. The chair itself wasn't that big, so she was half-sitting in his lap. She scowled at him, he was sure making a habit of doing this. He leaned in closer to kiss the side of her head, still eyeing River in distrust. Then, he turned his gaze to Audrey and gave her a small smile.

"Hello there, didn't get a chance to say hi earlier." The Doctor said, "Where've you been?"

"The 'end of the world' as you so dramatically put it," Audrey answered.

"The end of the world? Which one?" He joked and she rolled her eyes before telling him that she had come from Platform One.

"Okay. I've mapped the probability vectors, done a fold-back on the temporal isometry, charted the ship to its destination, and parked us right alongside," River informed the pair, looking back down at the device in her hands.

"Parked us?" The Doctor asked, incredulously. He stood up, nearly causing Audrey to topple over. "We haven't landed!"

"Of course, we've landed. I just landed her."

"But, it didn't make the noise."

"What noise?"

"You know…" The Doctor trailed off as he started to make a wheezing noise that Audrey assumed was supposed to be an imitation of the TARDIS.

"It's not supposed to make that noise. You leave the brakes on," River told him.

"I knew it!" Audrey cried, triumphantly, as she pointed at the Doctor. When she had raised a similar question to his tenth self, he had told her it _was_ supposed to make that noise. In fact, his words were, 'of course it's supposed to make that noise. I know what I'm doing, now hush.'

Realizing that River had just outed that secret to everyone, including Audrey (who was never going to let him live it down), he looked at her defensively.

"Yeah, well, it's a brilliant noise. I love that noise," He said before starting down the ramp, pulling Audrey along with him by the hand, "Come along, girls. Let's have a look."

"No, wait," River stopped them. "Environment checks."

"Oh, yes, sorry. Quite right. Environment checks," The Doctor said. Without missing a beat, he pulled open the TARDIS door, stuck his head out, and then turned back to the three women, "Nice out."

"Don't be an ass," Audrey reprimanded, elbowing him in the side. The Doctor looked at Audrey with wide-eyes, turned to River, and then looked back to Audrey in exasperation.

"We're somewhere in the Garn Belt. There's an atmosphere. Early indications suggest that-"

"We're on Alfava Metraxis, the seventh planet of the Dundra System. Oxygen rich atmosphere, all toxins in the soft band, eleven-hour day and chances of rain later," He finished, a smug smirk playing on his lips.

"You think you're so hot when you do that," Audrey said with a roll of her eyes. Usually, she couldn't tell whether the Doctor was actually that good or if he made it all up for dramatic affect. Other times, she found herself feeling impressed and he always seemed to know.

"Oh, don't act like you aren't just as bad," River said, pointing a finger in Audrey's direction. The brunette woman was about to object to the statement when Amy spoke up.

"How come you can fly the TARDIS?" Amy asked River.

River smiled proudly in return. "Oh, I had lessons from the very best."

"Well, yeah," The Doctor and Audrey said at the same time, the same level of arrogance lacing their tone. When they realized what the other had said, they glared and bumped their shoulders together.

"It's a shame you two were busy that day," River responded. They both opened their mouths to argue, but she cut them off. "Right then, why did they land here?"

"They didn't land," The Doctor stated, smugly. It seemed that, after River had made a scene about upstaging him in his own area of expertise, he was going to take pride in every bit of information he had that she didn't.

"Sorry?"

"You should've checked the Home Box. It crashed."

River didn't look convinced. She headed out of the TARDIS doors and Audrey supposed she expected the others to follow after her. In fact, Audrey was about to, when the Doctor stepped in between her and the doors, shutting them soundly before walking over to the console. Audrey looked back at the door and then to the Doctor, slightly amused. She'd never seen the Doctor act like this, almost as if he was competing against River for something.

"Explain," Amy demanded, joining him at the console. "Who is that and how did she do that museum thing?"

Audrey wasn't sure what museum thing Amy was referencing, but she was sure it had to have been good if it was getting this much of a reaction from the Doctor.

"It's a long story and I don't know most of it," The Doctor admitted. "Off we go."

"Hold on, hold on. What are you doing?" Audrey questioned. They had just landed. Plus, the Doctor had said that a ship had crashed out there. Didn't that mean someone might need their help? Besides, they couldn't just leave River on her own like that.

"Leaving," The Doctor answered simply, "She's got where she wants to go, let's go where we want to go."

"So, you're running away," Audrey concluded. She leaned against the console next to him and he didn't even look up.

"Yep."

There was a moment where she saw his lips almost form a word, but the moment passed in silence. It was clear there was something on the tip of his tongue and if Audrey had to hazard a guess, she knew it would be locked behind a door labeled 'spoilers'. Most things were. Still, anything the Doctor was running away from had to be important, or at least he perceived it to be.

"Why are you running?" Amy asked.

"Because she's the future," The Doctor confessed, glancing over at Audrey, "Our future."

Amy tilted her head, "Can you run from that?"

"I can run away from anything I like. Time is not the boss of me," The Doctor answered petulantly. Audrey, on the other hand, knew this was untrue. No matter how far he ran or how long he drew things out, the future was bound to catch up with them. This was something she knew the Doctor was aware of.

"Well, I like her. And you can't just leave her here," Audrey countered. "Come on, Amy."

Audrey was already half way to the door by the time she had finished her sentence. She looked over her shoulder to see Amy, who was leaning over the railing to grin at Audrey.

"Hang on, is that a planet out there?" Amy asked her excitedly.

Audrey nodded, "Oh, yeah."

A laugh erupted from Amy and she ran down the ramp to where the other girl stood. They both left, leaving the Doctor standing on his own. At first, he just stared after them with disbelief, then he groaned, and reluctantly followed after them.

Outside, Amy and Audrey were standing behind River. All three of them were taking in the wreckage in front of them. There was a burning spaceship half buried in the rubble of a massive rock building. Most of both the ship and the building were intact, though it was shrouded in thin, curling wisps of smoke.

"What caused it to crash?" Amy asked.

River shook her head, "Not me."

"Nah," The Doctor said, stepping out of the TARDIS and joining the group. "The airlock would've sealed seconds after you blew it. According to the Home Box, the warp engines had a phase shift. No survivors."

"A phase shift would have to be sabotage. I did warn them," River told them in a sing-song voice.

"Warned them about what?" Audrey asked, curiously, but River didn't seem to hear her.

"Well, at least the building was empty. Aplan temple. Unoccupied for centuries."

Amy leaned into the Doctor, trying to be nonchalant and achieving the opposite effect, "Aren't you going to introduce us?"

He looked hesitant but did so nonetheless, "Amy Pond, Professor River Song."

"Ah. I'm going to be a Professor someday, am I? How exciting," River turned around with a smirk, "Spoilers!"

Everything clicked in Audrey's mind. It all suddenly made sense. It was the reason that River seemed so comfortable around them, despite the Doctor and Amy looking at her as if they'd never seen her. It was the reason the Doctor had referred to River as their future and the reason she had seemed to know so much about them. She didn't meet people in the right order either! How could Audrey have not seen it before?

"She does the thing too! Oh, I _really_ like you," Audrey exclaimed to River, practically overflowing with excitement. Finally, someone who could understand her predicament. She turned to the Doctor and lowered her voice, "I like her a lot."

"Yeah, but who is she and how did she do that? She just left you a note in a museum," Amy reminded them, leaving Audrey in the dark once again. What was all this museum business?

"Two things always guaranteed to show up in a museum. The Home Box of a category four starliner and sooner or later, them," River said to Amy, "It's how they keep score."

Amy giggled, "I know."

"Hilarious, isn't it?"

"We're nobody's taxi service," The Doctor interjected, "We're not going to be there to catch you every time you feel like jumping out of a space ship."

"And you are so wrong," River told him as she continued working on her device, "There's one survivor. There's a thing in the belly of that ship that can't ever die."

Audrey looked over to the Doctor whose interest had been captured, "Now he's listening."

River nodded, mouthing something that looked like 'typical', before holding a futuristic looking communicator to her ear. She walked a little bit away from them to speak into the device. A moment later, she put her hand over the speaker and turned to Audrey and the Doctor.

"Can one of you sonic me? I need to boost the signal so we can use it as a beacon." River said, turning away without waiting for an answer. Grudgingly, the Doctor did so and River thanked him.

"Ooo, Doctor, you sonicked her," Amy teased, bumping her shoulder against her. She snickered lowly until River rejoined the group.

"We have a minute. Shall we?" River proposed.

River pulled out a thick, blue book. Panels that resembled those on the TARDIS were carved into the front cover of it. From what Audrey could tell, it was very old and very well loved. The spine was cracking in certain places, giving it the appearance that the only thing that was holding it together was the power of the memories that resided within it. Cover to cover, the pages were yellowed and looked as if they were read over frequently. River flicked through it, glancing at the Doctor and Audrey over the top.

"Where are we up to?" She questioned. "Have we done the Bone Meadows?"

"What's the book?" Amy asked, eyeing it curiously. The Doctor warned her and Audrey to stay away from it, "What is it though?"

"Her diary," The Doctor answered.

" _Our_ diary," River corrected lightly.

"Her past, my future, and Audrey's…well, Audrey's something. Time travel. We keep meeting in the wrong order."

What confused Audrey was how standoffish the Doctor was being towards River. The small amount of time that she had spent with him had allowed her to pick up on a few things. She knew he was kind and generally liked meeting new people, which seemed to directly conflict with his behavior now. Yet, she also knew that change wasn't his strong suit and neither was trusting people he knew little about. Still, everything in Audrey was telling her that River could be trusted. What was it that the Doctor was afraid River or their future with River would bring?

River, however, didn't appear to be fazed by the Doctor's attitude. Audrey wasn't sure if the woman was simply hiding how hurt she was or if she expected him to be this apprehensive of her.

Something did change in River's calm demeanor when _Audrey_ didn't acknowledge her diary. She closed the book and looked at Audrey for a moment longer, trying to decipher something.

"What's the matter with you? Normally, you're more excited to see me than he is," River tried to joke, motioning to the Doctor with her thumb.

Audrey, who hadn't realized that River knew her as well, was taken a back for a moment before she caught on.

"Oh, right, sorry. It's one of those times…" Audrey trailed off as River began to grow confused, "I should probably mention that I've never met you before. I have heard of you though! Well, just a bit. He's not too good with the whole 'spoilers' deal. Nine hundred years in and you think he'd get the hang of it- Oh God, are you all right?"

River had become noticeably upset, which made Audrey feel slightly uncomfortable. She had yet to meet a companion who reacted to her not knowing them with sadness, usually they were just confused for a moment or two.

"Yes, yes, I'm fine. I knew I'd run into a version of you who didn't know me one day…just never thought it'd hurt this much," River told her, trying to brush it off casually, but Audrey could see through it.

Any uneasiness or apprehension Audrey felt about River dissipated in that moment. She'd been looking at her as this mystery, instead of just a woman. Now, she could see that River was a person who was hurting. Not only was the Doctor openly skeptical of her, but now neither of them knew who she was. It was clear that Audrey and the Doctor were very important to River and they both looked at her like she was stranger. Audrey couldn't even imagine what that was like. She was fortunate enough to not have experienced that, but she knew one day she'd be pulled somewhere, sometime, and the Doctor would look at her in the same way he was looking at River right now. And she was sure that would be heart breaking in all the worst ways.

"Well, Professor River Song, I know we've already gone through the introductions bit from your point of view, but will you humor me just this once?" Audrey asked, giving the woman a soft smile as she held out her hand.

River hid her own smile. "I'm not a professor, yet."

"Just shake my hand, Song."

"Happily, Wright."

"It's an honor and a pleasure to meet you, River Song," Audrey said sincerely. River returned the sentiment as they shook hands. It was clear that she felt somewhat better about the situation and that was enough for Audrey.

An understanding was passed between the Doctor and River as well. The Doctor had learned that if Audrey trusted someone, it was probably for good reason and that that person was safe. That didn't mean his reservations about River had disappeared altogether. He was still unsure about who she was, what she would become to the two of them, and what she meant. Still, for now, he would give her the benefit of the doubt until given reason to do otherwise.

Everyone's attention was drawn a few feet away where the sand was swirling into mini tornadoes. These tornadoes then turned into four people, each of them dressed in a soldier's uniform. One of the men, presumably their leader, broke apart from the group and approached the four of them. He eyed the Doctor, Audrey, and Amy skeptically before turning to River.

"You promised me an army, Doctor Song," The man reminded her.

"No, I promised you the equivalent of an army," River said carefully, "This is the Doctor and Audrey."

As far as explanations go, Audrey figured that was probably the strongest someone in need could get. The leader of the soldiers accepted it as well. She and the Doctor took turns shaking his hand.

"Father Octavian, sir, ma'am," He greeted. "Bishop, second class. Twenty clerics at my command. The trips are already in the drop ship and landing shortly. Doctor Song was helping us with a covert investigation. Has Doctor Song explained what we're dealing with?"

River turned to address them, "Doctor, Audrey, what do you know of the Weeping Angels?"

The moment those words left her mouth, the Doctor's hand shot out and wrapped around Audrey's tightly, making Audrey narrow her eyes at him suspiciously.

What were Weeping Angels and why did he seem so concerned?

* * *

After the Bishop had explained the situation in more depth and they had worked out a plan, River led them to the drop ship. They were shown a static-y video that she projected onto a monitor. Audrey looked at the picture curiously, observing the angel-like figure that stood in the middle of the room.

"What do you think? It's from the security cameras in the Byzantium vault. I ripped it when I was on board. Sorry about the quality. It's four seconds, I put it on loop," River explained, looking between the Doctor and Audrey. The former of the two was staring at the video and nodding.

"Yeah, it's an Angel. Hands covering its face," The Doctor confirmed. Then, he turned away from the others and stared intently at Audrey. His eyes were searching her face, though she didn't know what he was trying to find. "Are you all right?"

"Er- yeah?" She responded, eyebrows furrowing slightly, "Why wouldn't I be?"

"You've encountered the Angels before," Father Octavian interrupted and he was successful in drawing the Doctor back to the problem at hand.

"Once, on Earth, a long time ago. But those were scavengers, barely surviving."

"But it's just a statue," Amy protested and Audrey had to agree. She couldn't understand the level of fear that these people held when it came to this. As far as she could see, there wasn't much to be frightened of. Then again, she never would've been afraid of half of the things in this universe if it wasn't for what she had seen on their adventures. Perhaps, it was better to be cautious, especially if the Doctor seemed frightened of them.

"It's a statue when you see it," River told the girls. It didn't do much in terms of clearing up any confusion.

"Where did it come from?" The Doctor cut in.

"Oh, pulled from the ruins of Razbahan, end of last century. It's been in private hands ever since. Dormant all that time."

"There's a difference between dormant and patient," The Doctor pointed out wearily.

"What're you two on about, a statue when you see it? What's that mean?" Audrey questioned.

"Angels can only move if they're unseen," River said, "So legend has it."

"No, it's not legend," The Doctor corrected, "It's a quantum lock. In the sight of any living creature the Angels literally cease to exist. They're just stone. The ultimate defense mechanism."

Amy looked at him questioningly, "What, being a stone?"

"Being a stone until you turn your back."

* * *

"The hyperdrive would've split on impact. That whole ship's going to be flooded with drive burn radiation, cracked electrons, gravity storms. Deadly to almost any living thing," The Doctor them.

"Deadly to an Angel?" Octavian asked, almost hopeful. Audrey held back a snort, knowing that nothing in their lives was ever that easy.

"Dinner to an angel," The Doctor answered. "The longer we leave it there, the stronger it will grow."

Around them, troops were setting up a temporary camp with tents, supplies, and lights so bright it almost felt like daytime. The Doctor hadn't let go of Audrey's hand since finding out about the Angels, which was starting to worry her. For the Doctor, especially this regeneration, keeping her close to him and holding her hand wasn't exactly unusual, but this was taking it to a new level.

"Who built that temple? Are they still around?" The Doctor asked.

"The Aplans. Indigenous life form. They died out four hundred years ago," River read off of her device.

"Two hundred years later, the planet was terraformed. Currently there are six billion human colonists," Octavian continued.

"Whoo! You lot, you're everywhere. You're like rabbits. I'll never get done saving you," The Doctor joked, hopping on top of a crate of supplies.

To most others, he might just seem hyper or like he was making light of the situation. Audrey could see past that, though. He was surveying the area with critical eyes and his posture held a new sense of purpose. This adventure had been given stakes that it didn't have before; there was now a population that would be in imminent danger if they failed at what they needed to do. Audrey could see that the weight of this information was settling onto the Doctor's shoulders and that he was already calculating different scenarios in his mind.

"Sir, if there is a clear and present danger to the local population-" Octavian began, seeming concerned with the Doctor's playful attitude.

The Doctor's face turned serious as he stepped down from the crate and approached the Bishop, "Oh, there is. Bad as it gets, Bishop. Lock and load."

Octavian nodded and started towards his troops, taking River along with him. Once they had left, the Doctor let out a sigh and ran a hand through his already messy hair. Audrey looked at him in concern.

"Is it really that bad, Doctor? Are these Angels really that dangerous?" Audrey asked.

"Yes, as dangerous as it gets," He admitted before smiling and turning her in the general direction of the TARDIS and pushing her gently. "Now, why don't you go wait in the TARDIS? This won't take but a few hours."

Audrey raised her eyebrows at him, "Did you just-? You know what, for your sake, I'm going to ignore that you just told me to wait in the TARDIS like I'm a little kid."

"Audrey…"

"Nuh-uh. I'm not sitting this one out."

The Doctor's shoulders slumped and he let out another sigh. Suggesting that she wait in the TARDIS had been another big indicator as to how serious he was taking this. Usually, the Doctor and Audrey were running head first into the danger together and the Doctor, regardless of how early it was for Audrey, trusted that she was capable of handling it. This time the Doctor seemed hyperaware of how young Audrey was and how little experience she had in this life, which was causing him to become over-protective.

Audrey twisted around in his hold so she could get a glance at his face, but he avoided her eyes. She put both her hands on his shoulders, making him look down into her eyes.

"What's wrong? You've been acting weird since River told you about the Angels," Audrey said, holding up a hand when he opened his mouth to answer. "And don't give me that 'it's just dangerous' bull, because I know when you're lying. So, tell me honestly, what's up?"

"The last time we met the Angels, my past but your future, you told me they were the only thing in the universe that truly scare you," The Doctor told her.

In Audrey's mind, the images of every creature or person she and the Doctor had faced flashed before her. Though she had always been scared at the time, she was confident in their abilities enough to push those feelings down. She knew it must be different in this case from the way the Doctor talked about it.

"So? I'm an adult, Doctor. I think I can handle this," Audrey assured him, though her argument felt weaker than before. What could scare a future version of herself that much?

From the look he gave her, Audrey knew the Doctor saw her budding apprehension, "I know you can handle it, but I'd rather this not be the day I find out why the mere sight of an angel was enough to inspire that level of fear."

"You're worried about me, aren't you? Look, that's sweet and all, Bowtie, but I'll be fine," Audrey told him, taking his hands in her own, "Really, I'll be okay."

"Sweetie, Darling, I need you!" River called over to them from where she was. Audrey and the Doctor looked at each other, both confused by their apparent nicknames.

"Anybody need me?" Amy asked, poking her head out of the drop ship, "Nobody?"

She received no answer. With a huff, the girl walked back into the drop ship. Her eyes drifted over to the monitor where the recording of the angel was still projected. Instead of the image they had seen earlier, the one of the angel with its hands covering its face and its back turned towards the camera, it was now lowering its hands as it started to look over its shoulder. Amy walked towards it curiously.

Outside in the camp, River led the Doctor and Audrey to a table and held out a small book.

"I found this. Definitive work on the Angels. Well, the only one. Written by a madman. It's barely readable, but I've marked a few passages," River explained as the Doctor flicked through the pages.

He flicked through them at such a rapid pace that Audrey was sure he couldn't be retaining any of it. Then again, for all she knew, being able to read a book simply by glancing at each page might be one of his abilities, like regeneration was.

"Not bad. Bit slow in the middle. Didn't you hate his girlfriend?" The Doctor seemed to realize something and picked up the book again, this time sniffing it, "No. No, hang on. Wait, wait, wait, wait, wait."

"Doctor Song? Did you have more than one clip of the angel?" Amy asked from the door of the drop ship.

"No, just the four seconds," River said, not bothering to look up at Amy. Audrey looked behind her and saw the confused look Amy wore before heading back into the ship.

A bad feeling began forming in the pit of Audrey's stomach. She found herself glancing back to the drop ship while she was supposed to be focusing on what River was saying to her. After a moment, when she still couldn't shake it, Audrey turned to the Doctor.

"Hey, I'll be right back…I just need to check something," She said, gaining a noncommittal hum in response. She walked to the ship quickly.

As soon as Audrey stepped inside, the door slammed shut behind her. Amy looked up at her in shock and Audrey's eyes were drawn to the recording of the Angel. It had changed from when they had all viewed it before. Although Audrey didn't understand what was happening, she knew it couldn't be good.

"Amy, get back from the screen," Audrey said, reaching a hand out for the girl. Amy ignored her and tried to turn the screen off with the remote.

"It's not turning off," Amy muttered.

"Yes, dear, I see that. Now get back."

With curious eyes and cautious steps, Amy approached the screen. Audrey watched on apprehensively with her hand hovering in the air between them. She was prepared to drag Amy back from the screen at the first sign of danger, but she wasn't sure what that danger could be. It was only a recording, it posed no serious threat, yet Audrey still felt the nerves building in her chest.

"But it's just a recording. It can't move," Amy pointed out.

Amy grabbed hold of the cable that powered the screen and gave it a tug. Nothing happened. The cable was stuck. When she glanced back up, the Angel had moved again. This time it was so close that it's face was taking up the whole frame. With a gasp of surprise, Amy stumbled backwards into Audrey. Audrey kept her eyes pinned on the Angel as she reached behind her for the door. The handle was frozen in place and didn't budge an inch when Audrey tried to push it.

"Can you open it?" Amy asked. Audrey reached for her sonic, the light from the device casting a red light over her face.

"It's deadlocked," Audrey said, pressing her back to the door so she could keep an eye on the angel, "Doctor! River! Doctor, can you hear me?"

No response came. For the briefest of seconds, Audrey looked away from the Angel. It was just long enough for her to grab Amy's hand and make sure the girl was safe, but it was long enough for the Angel to move again. This time, it had proved that the screen wasn't a boundary between them. A grainy and almost see through figure had emerged from the television, standing in the middle of the room with them. The Angel's hand were curled into claws and it was snarling at them with a mouth full of sharp teeth.

"Doctor!" Amy shouted through the door.

"Girls! Are you all right? What's happening?" The Doctor's voice answered. At the sound of his voice, Audrey wanted to sigh in relief, but she stared stoically ahead at the Angel.

"Doctor? Doctor, it's coming out of the television," Audrey told him. She tried to keep the fear out of her voice as best as she could. Fear wouldn't help anyone in this situation and it would only serve to make the Doctor think she was incapable of handling it.

 _This was nothing they couldn't handle_ , she reminded herself, _they would find a way out of this._

On the other side of the wall, the Doctor was using his sonic on the drop ship's keypad. He couldn't even hear the sound of it over his own racing heart. All he could see in his mind was the fear in future Audrey's eyes when she spoke of the Weeping Angels. Was this the moment that caused that? Would he be too late? If something happened to Amy or Audrey the Doctor knew he would never forgive himself.

"Don't take your eyes off it. Keep looking. It can't move if you're looking," The Doctor warned.

River was hovering over his shoulder, "What's wrong?"

"Deadlocked."

"There is no deadlock."

"Don't blink, girls. Don't even blink," The Doctor shouted. Behind a panel of the ship was a mess of wires, he sorted through them as quickly as he could. River, who had set about her own attempts at opening the door, looked over at him.

"What are you doing?" She asked.

"Cutting the power. It's using the screen, I'm turning the screen off," The Doctor said before shaking his head in frustration, "No good, it's deadlocked the whole system."

"There's no deadlock," River told him.

"There is now," The Doctor responded. As the sound of Amy and Audrey crying out for help reached his ears, the Doctor moved back to the door and pressed the side of his face against it, "Can you turn it off? The screen. Can you turn it off?"

"We tried, it keeps turning back on," Audrey's voiced answered him.

"Try again. But one of you keep your eyes on the Angel."

On the inside of the ship, Audrey moved towards the remote. Without looking at each other, the two girls had come to an understanding that Amy would keep watch on the Angel while Audrey tried to turn it off.

"Each time it moves, it'll move faster. Don't even blink."

Grabbing hold of the remote, Audrey tried turning it off. In one jerky movement, the Angel lurched towards Audrey and it's outstretched hand stopped only inches from her face.

"Amy, please, don't blink," Audrey said shakily, "I'll try to be quick."

"I'm not blinking," Amy told her closing one eye at a time, "Have you ever tried not blinking?"

"It just keeps switching back on!" Audrey called to the Doctor after all her attempts at shutting it off had failed. She joined Amy at the door, taking a turn staring at the Angel so Amy could blink her dry eyes.

"Yeah, it's the Angel."

"How is that possible? It's just a recording."

"No, anything that takes the image of an Angel is an Angel," The Doctor told them. Through the door they could hear him speaking to River, but it was too low for them to make out the words. Audrey felt Amy grab her hand tightly as they faced the Angel.

It was standing only a few feet away from them now. They had been backed into the corner of the room, their eyes kept open wide. All Audrey's eyes could focus on were the Angel's hands that were reaching for them, while Amy was looking directly into the eyes of the Angel.

"Doctor, what's it going to do to us?" Audrey asked quietly.

"Just keep looking at it. Don't stop looking."

"Just tell me."

There was no answer for several moments. Audrey strained to listen to anything outside of the drop ship, but it almost seemed like the Doctor had left. Then, there was the faint sound of River's voice and a thud against the door. Audrey could hear the Doctor again.

"Look at the Angel but don't look at the eyes," The Doctor said.

"Why?" Amy questioned.

"The eyes are not the windows of the soul. They are the doors. Beware what may enter there," The Doctor recited.

Amy stood up straighter, "Doctor, what did you say?"

"Don't look at the eyes!"

"No, about images. What did you say about images?"

"Whatever holds the image of an Angel, is an Angel," River answered.

Without another word, Amy took the remote from Audrey's hands. Audrey fought the urge to look over at Amy, instead keeping her eyes locked on the Angel. Amy held the remote in front of her and took a step forwards.

"Okay, hold this. One, two, three, four."

Amy pressed the button right as the looped video ended. The Angel, no longer having a form to maintain, turned to static and then disappeared. A click sounded throughout the room and the drop ship door swung open. The Doctor and River burst into the room, looking around for the Angel. The Doctor strode forward and ripped the power cable out of the screen for good measure.

Audrey was still frozen on the spot and staring at where the Angel had been moments ago. Her heartbeat was thrumming fast enough for her to feel it in her fingertips.

"I froze it," Amy said breathlessly, "There was a sort of blip on the tape and I froze it on the blip. It wasn't the image of an Angel any more. That was good, yeah? It was, wasn't it? That was pretty good."

"That was amazing," River told Amy.

"Audrey, hug Amy," The Doctor said over his shoulder. This snapped Audrey out of her daze and she glanced around the room to see if anyone had noticed her fear.

"Why?" Amy asked.

"Because I'm busy."

"I'm fine."

"You're brilliant," Audrey complimented as she swept Amy into a hug with River on the other side. All three of the women took turns giving the Doctor, who was sonicking the screen, a pointed look.

Amy nodded, "Thanks. Yeah, I kind of creamed it, didn't I?"

"So, it was here? That was the Angel?" River asked the Doctor.

He glanced over at them with a serious expression, "That was a projection of the Angel. It's reaching out, getting a good look at us. It's no longer dormant."

The Doctor took a pause after his words, in true dramatic fashion. And, to follow his action-hero-esque speech, an explosion sounded from outside. He rushed to the door, got a signal from Father Octavian, and then turned back to the three women who were all looking at him inquisitively.

"Okay, now it starts," The Doctor told them, the ghost of a smile on his lips as he ducked out of the drop ship.

Audrey and River started after him but froze when they realized Amy wasn't following after them. She was still standing by the screen with her back towards them.

"Coming?" River asked.

"Yeah, coming," Amy muttered. "There's just something in my eye."


	24. Time of the Angels - Part 2

Hey guys! Sorry about the late upload, had some stuff going on, but I'm back! I'm really excited about this chapter because you get to see a side of Audrey that isn't shown very often, something that she tries to hide. Also, more River and more about Audrey's relationship with her! Anyways... hope you enjoy!

Replies to Comments:

Fakira: This two parter is probably my favorite out of all of season five (besides Vincent and the Doctor, which is my favorite DW episode ever). And I agree with you, the Angels, the Vashta Nerada, and the creature from Midnight are the MOST terrifying things in the whole DW universe. I'm glad you liked the moment between Nine and Audrey, I like being able to put in sweet snippets that show Audrey's life is more than just jumping around randomly. She and the Doctor have a deep connection and a friendship that means the whole world to her. Hope you have a good day too and hope you enjoy this chapter!

Pastel-Potatoes: Omg, you're comment made me laugh so much because it's _so true._ Hope you enjoy this chapter!

RiversCurls: Because I know you irl, it feels realllllly ridiculous replying to you on here lol. But, like, thanks for the comment and stuff. Really appreciate it. I put a lot of Rivdrey in here for you AND there may or may not be some Tendrey action in the near future...

* * *

A rope ladder was thrown down into the temple and they each descended one by one. When Audrey made it to them bottom she realized they were in a vast cavern. It was too dark to see the extent of it, but she could tell by the way their footsteps echoed that it must've been huge. Everyone turned on their flashlights, allowing them to see a few feet in front of them.

"Do we have a gravity globe?" The Doctor asked. There was shuffling amongst the group as someone passed an object towards the front.

"Where are we? What is this?" Amy asked, shining her flashlight upwards.

"It's an Aplan Mortarium, sometimes called a Maze of the Dead," River answered.

"Well, if you happen to be a creature of living stone…" The Doctor trailed off as he kicked the gravity globe into the air like a soccer ball. One moment later the entire chamber had been illuminated and they were able to see hundreds of statues arranged around the room, "The perfect hiding place."

"I guess this makes it a bit trickier," Octavian commented.

The Doctor nodded. "A bit, yeah."

"A stone Angel on the loose amongst stone statues. A lot harder than I'd prayed for."

"A needle in a haystack," River said as she looked around.

The Doctor, who was facing away from them, began to ramble in true Doctor-like fashion – meaning that it was at the wrong time and not at all helpful.

"A needle that looks like hay. A hay-like needle of death. A hay-like needle of death in a haystack of, er, statues," He went on. It was as if he could sense the look Audrey was giving him (he probably could). "No, yours was fine."

"Right. Check every single statue in this chamber. You know what you're looking for. Complete visual inspection. One question. How do we fight it?" Octavian asked.

"We find it, and hope," The Doctor answered.

Clerics were going in every direction, splitting up to cover more ground in their search, while the Doctor, Audrey, and Amy stuck together. As River moved to follow them, someone reached out and grabbed her arm.

"He doesn't know yet, does he? And neither does she. They don't know who and what you are," Octavian said lowly.

River couldn't help but glance over at the pair Father Octavian as referencing. Audrey was shining her flashlight over a group of statues on the right while the Doctor examined the ones on the left. Every couple of seconds, the Doctor would glance over at Audrey or move closer when she drifted too far from the group. From their faces to their attitudes to their habits, everything about them was so familiar to River, yet they looked right through her. She was no one to them, not yet at least.

"It's too early in the time streams," She responded at last.

"Well, make sure they don't work it out, or they aren't going to help us," Father Octavian stated, looking over to Audrey, "And, if she knew, she'd bring this whole place to the ground. The Angel would be the least of our problems."

A shudder ran down the spines of both of them, even if they tried to hide it from the other. There was no question about it. If Audrey knew what River and Octavian were hiding from her, none of them would be safe from her wrath.

"I won't let you down. Believe you me, I have no intention of going back to prison."

With a cold smile, River yanked her arm out of his grip and strode forward without a glance back. She heard Octavian become distracted by one of the clerics who came to update him on their progress. When she felt she was in the clear, she let out the breath she had been holding. Octavian didn't need to worry, River wasn't going to let the Doctor and Audrey find out who she was just yet. She would take them looking at her like a stranger over looking at her like a killer any day.

* * *

If there was one thing that Audrey could say with one hundred percent certainty, it was that the Doctor was completely lacking in stealth. You would think that a man who finds himself either running from or searching for monsters nearly every day would be able to be inconspicuous, even just a little, but that wasn't the case.

Audrey knew the Doctor was trying to keep an eye on her (more so than usual at least). He was trailing after her, playing it off as double checking all the statues in this corridor, but she could see him giving her side glances every two seconds.

Don't get her wrong, she thought it was sweet that he was so concerned about her, except his hovering was making her just as uneasy as the situation at hand. She felt like he was just waiting for a sign that she was afraid so that he could send her back to the TARDIS. Audrey knew it was dangerous, but she was stronger than that. She didn't need him to baby her like this.

"Are you alright?" The Doctor asked, trying very hard to seem casual. Before turning around, Audrey took a deep breath and tried to remind herself that he was only trying to help.

"If you ask me that one more time, I'm going to put all your bowties down the garbage disposal," Audrey told him and the Doctor pouted. "Oh, come on. It's no fun teasing you when you act so serious."

"I'm just-"

"Worried, I know."

Audrey turned around to face the Doctor. The light from the flashlights were casting shadows on his face that made him seem even more serious than before. Her eyes softened because she could see how much he truly cared about her wellbeing.

"Everything'll be fine, Doctor," Audrey told him as she straightened his bowtie and dusted off his shoulders, "I promise."

"All right," He grumbled, visibly becoming more tense. He did, however, grab onto Audrey's hand and pull her close to his side as they started walking.

"Thank you. Now, let's go angel hunting."

River and Amy were standing outside the tunnel when the Doctor and Audrey came out. River injected Amy's arm with something, making the redhead let out a yelp of pain. When River saw Audrey's inquisitive glance, she explained.

"It's a viro-stabilizer. It stabilizes your metabolism against radiation, drive burn, anything. You're going to need it when we get up to that ship," River said, "You're going to need one too, darling."

Audrey grimaced, "I had a feeling you were going to say that."

"Well, come on," River said, holding out her hand expectantly.

"I travel through the time vortex almost daily. I'm, like, practically invincible. Isn't there a chance that I don't need it?" Audrey complained as she reluctantly handed over her arm.

"Not a chance I'm willing to take," River laughed and injected the stabilizer into Audrey's arm.

Audrey rubbed the sore spot on her arm, "Thanks, Curly."

River shook her head in fondness as Audrey walked back over to where the Doctor was staring down at a scanner. The moment Audrey was out of ear shot, Amy leaned towards River and lowered her voice.

"So, what're they like? In the future, I mean. Because you know them in the future, don't you?"

"Them? Well, the Doctor's the Doctor. And Audrey…well, she's Audrey."

"Oh. Well, that's very helpful. Mind if I write that down?" Amy asked sarcastically as River's feature curved into a sly smile.

"Yes, we are," She said loudly.

The Doctor was quick to answer, even though he tried to seem like he wasn't paying attention, "Sorry, what?"

"Talking about you two," River clarified.

"I wasn't listening. I'm busy."

A hand reached around and turned his scanner the right way up. The tunnel was filled with the sound of Audrey's laugh as she smirked at him. "You were holding it the wrong way, dummy."

The Doctor elbowed her in the side, "Shut up."

"She is _so_ his wife," Amy whispered to River with a grin.

"Oh, Amy, Amy, Amy," River said as she shook her head, "This is the Doctor and Audrey we're talking about. Do you really think it could be anything that simple?"

"Yep."

There was a beat of silence between the two women before River gave in, "You're good. I'm not saying you're right, but you are very good."

* * *

Gunfire was what drew the group back together. The sharp sounds of it ricocheted throughout the cavern and all of them came running back. In the main part of the temple, there was a nervous looking soldier standing in front of a statue that had now been chipped away with bullet holes. At the sound of their footsteps, the cleric looked up with a guilty expression.

"Sorry, sorry. I thought- I thought it looked at me," He tried to explain to Octavian.

"We know what the Angel looks like. Is that the Angel?" Octavian said.

The cleric looked down, "No, sir."

"No, sir, it is not. According to the Doctor, we are facing an enemy of unknowable power and infinite evil, so it would be good, it would be very good, if we could all remain calm in the presence of décor."

"All right, lay off," Audrey cut in, not liking Octavian's tone. She turned to the frightened cleric and gave him a reassuring nod, "It's okay to be scared."

"What's your name?" The Doctor

"Bob, sir."

"Ah, that's a great name! I love Bob."

"It's a Sacred Name. We all have Sacred Names," Octavian said proudly, "They're given to us in the service of the Church."

"Sacred Bob. More like Scared Bob now, eh?" The Doctor joked lightly. Bob glanced between Octavian and the Doctor, almost as if he was trying to work out whether or not the Doctor was laughing at him. Reluctantly, he agreed and the Doctor patted him on the shoulder. "Ah, good. Scared keeps you fast. Anyone in this room who isn't scared is a moron."

Octavian's eyebrows shot up at the insult that they all knew was directed at him. The Doctor stared back at him, as if daring him to say another word, before he told them to carry on. Either way, Bob's spirits seemed to be lifted, which was the point.

"We'll be moving into the maze in two minutes," Octavian announced to the group. Then, he turned to Bob, "You stay with Christian and Angelo. Guard the approach."

Everyone was dispersed into smaller groups that took charge of different tunnels in the maze. The Doctor, Audrey, Amy, and River stuck together as they explored on of the smaller tunnels off the main entrance that led to a big cavern.

"Isn't there a chance this lot's just going to collapse? There's a whole ship up there," Amy pointed out as she shone her flashlight on a cluster of statues to the left.

"Incredible builders, the Aplans," River mused.

"Had dinner with their Chief Architect once," The Doctor said. "Two heads are better than one."

Audrey raised an eyebrow, "You helped him?"

"No, I mean he had two heads. That book, the very end, what did it say?" The Doctor asked. River dug through her pockets and pulled out a leather bound journal, "Read it to me."

"What if we had ideas that could think for themselves? What if one day our dreams no longer needed us? When these things occur and are held to be true, the time will be upon us. The time of the Angels."

On that ominous note, the group continued on their way, now with a strange sense of foreboding that had settled over them. The beams of their flashlights danced on the stone figures and casted large shadows on the walls. Every time they turned their heads or came around a bend, the lights made it seem as if the statues were jumping out to grab them, and it made their hearts stutter each time.

Octavian eventually called everyone back to the main entrance so they could move forward together. Because the tunnels were so narrow, they were forced to walk in a single file line for most of the time. The Doctor, Audrey, Amy, and River were sandwiched in the middle of the group with clerics bringing up either end.

"Are we there yet? It's a hell of climb," Amy complained.

"The Maze is on six levels, representing the ascent of the soul. Only two levels to go," River informed them.

"Lovely species, the Aplans," The Doctor commented, "We should visit them some time."

"I thought they were all dead?" Amy asked.

"So is Virginia Woolf. I'm on her bowling team. Very relaxed, sort of cheerful. Well, that's having two heads, of course. You're never short of a snog with an extra head."

"Doctor," River began uneasily, "There's something. I don't know what it is."

"Yeah, there's something wrong. Don't know what it is yet, either. Working on it," The Doctor replied. He resumed his rambling, but this time it was a nervous rambling that made Audrey think he was trying to distract them from something. "Of course, then they started having laws against self-marrying. I mean, what was that about? But that's the Church for you. Er, no offence, Bishop."

Octavian huffed in annoyance, "Quite a lot taken, if that's all right, Doctor. Lowest point in the wreckage is only about fifty feet up from here. That way."

"The Church had a point, if you think about it," Amy commented, "The divorces must have been messy."

The Doctor took a step towards one statue in particular, using his flashlight to take a closer look. Suddenly, his eyes went wide, "Oh."

"You all right, Doctor?" Audrey asked.

River and the Doctor shared a look of horror and realization. The rest of the group still remained in the dark as to what the issue was, but Audrey was beginning to catch one. When she observed the statue a bit closer, she realized the biggest flaw in all of this. If these statues were made by the Aplans, then, presumably, they would resemble them. Yet, these statues only had one head. And, if you overlooked the fact that most of them were crumbling to pieces, they looked more like angels than they did Aplans.

"And here I was, thinking it couldn't be any worse," Audrey muttered.

"How could we have not noticed that?" River questioned.

"Low level perception filter, or maybe we're thick."

"What's wrong, sir?" Octavian asked as he took a step closer. The Doctor waved him back.

"Nobody move. Nobody move," The Doctor warned them quickly, "Everyone stay exactly where they are. Bishop, I am truly sorry. I've made a mistake and we are all in terrible danger."

"What danger?"

"The Aplans," River stated. When it seemed that the Bishop still didn't understand, she elaborated, "They've got two heads."

"Yes, I get that. So?"

Audrey pointed her flashlight at an angel, "So, why don't the statues?"

Finally, they had all caught on. The truth was in the silence as they all came to realize they were in much more danger than they had previously thought. Each cleric raised their weapons, taking aim at the surrounding statues.

"Everyone, over there. Just move. Don't ask questions, don't speak," The Doctor commanded while ushering the group over to a stone alcove in the corner. Hurriedly, they all moved towards it, "Okay, I want you all to switch off your torches."

"Sir?" A cleric questioned.

"Just trust him. He knows what he's doing," Audrey assured the man. One by one, the flashlights were switched off. The Doctor was the only one who still had a light and it was casting only the faintest glow over the tunnel.

"Okay. I'm going to turn off this one too, just for a moment."

"Are you sure about this?" River asked.

"No," The Doctor answered.

His flashlight was only off for a half of a second. As soon as he had switched it back on, they could see that all of the angels had turned to face them. Soon, all the flash lights had been turned back on, as if they thought they could ward the angels away with the light.

"Oh, my God. They've moved."

Audrey was trying her hardest to keep her eyes open, to keep them trained on the angels in front of them, but it was easier said than done. In the corner of her eye, she saw the Doctor run out of the tunnel, and she couldn't help but drag her eyes from the angel to watch what he was doing. She ushered the group to follow him, all of them trying their hardest to walk through the tunnel while simultaneously keeping their eyes on the angels around them.

"They're angels. All of them," The Doctor told the group as they caught up with him. Angels were not only filling the tunnel, they had also filled the path they had taken, effectively sealing them in.

"But they can't be," River protested.

The Doctor ordered the clerics to watch the angels as he and the girls moved back to the balcony edge in the cavern. From here they could see a large section of the maze. All the statues they had passed on their way up, were now in crawling positions on the floor, locked in a pose that showed they had been on their way to get them.

"Every statue in this Maze, every single one, is a Weeping Angel. They're coming after us."

"But there was only one Angel on the ship. Just the one, I swear," River argued. For what it was worth, it seemed like they believed her. "I _never_ would have let Audrey come in here if I knew there was this many."

Conviction ran deep in the tone of River's words. It was enough to shock Audrey, but evidently didn't come as a surprise to the Doctor. Audrey was suddenly overcome with affection for this woman that she barely knew because her intentions were so clear in her voice. The protective nature she felt towards Audrey wasn't born out of patronization, she didn't say it because she believed Audrey couldn't defend herself, she said it out of love. Even the Doctor, who it was clear respected Audrey and her capabilities, often believed she was incapable of handling herself because of how early it was in the time line. But not River.

"Could they have been here already?" Amy theorized.

"The Aplans. What happened? How did they die out?" The Doctor asked.

"Nobody knows," River replied.

Audrey bit her lip, "Well…mystery solved."

"They don't look like Angels."

Octavian was right, the statues among them hardly looked like people, let alone the distinct image of the Weeping Angels. They were crumbling to bits, some of them missing limbs or facial features. If anything, it seemed like the crumbling temple was more of a danger to the group than the angels were.

"And they're not fast," Amy pointed out. "You said they were fast. They should have had us by now."

The Doctor shined his light on an Angel that was curled up on the ground, "Look at them. They're dying, losing their form. They must have been down here for centuries, starving."

"Losing their image?"

"And their image is their power. Power. Power!"

An epiphany struck and had him throwing his hands in the air in a very Doctor-like fashion. Knowledge and determination glinted in his eyes and Audrey just _knew_ there were millions of ideas swirling around inside that brain of his. If the situation was any less dire, she was sure she would have been in awe of his problem solving skills.

"What is it, Doctor?" Audrey asked.

"Don't you see?" He rambled intensely, "All that radiation spilling out the drive burn. The crash of the Byzantium wasn't an accident, it was a rescue mission for the Angels. We're in the middle of an army, and it's waking up."

"We need to get out of here fast," River insisted.

Octavian broke apart from the group, taking a minute to call in for his men. He received silence for the first couple of tries, which made his voice grow even more desperate than it had been before.

"It's Bob, sir. Sorry, sir," A meek voice replied.

"Bob, are Angelo and Christian with you? All the statues are active. I repeat, all the statues are active."

"I know, sir. Angelo and Christian are dead, sir. The statues killed them, sir."

A collective shiver ran down the spines of everyone in the group. What was worse than the news of two clerics being dead, was the monotone and nonchalant way the third cleric had announced it. His voice hadn't changed in the slightest, which was a hard change from the scared boy they had witnessed earlier. Sensing this, the Doctor snatched the walkie-talkie from Octavian's grasp.

"Bob, Sacred Bob, it's me, the Doctor. Where are you now?" The Doctor said. Octavian tried to reach for the device but the Doctor waved him off, "Yeah, yeah, yeah, yeah, shut up."

"I'm on my way up to you, sir. I'm honing in on your signal."

"Ah, well done, Bob. Scared keeps you fast. Told you, didn't I? Your friends, Bob. What did the Angel do to them?"

"Snapped their necks, sir."

The Doctor paced in thought, the walkie-talkie (and the cleric on the other line) becoming an afterthought as he spoke out loud to work through his thoughts.

"That's odd. That's not how the Angels kill you. They displace you in time. Unless they needed the bodies for something."

Finally, Octavian grabbed the device back from the Doctor, "Bob, did you check their data packs for vital signs? We may be able to initiate a rescue plan."

The Doctor rolled his eyes, "Oh, don't be an idiot. The Angels don't leave you alive."

"Bob, just keep running. Don't look back, just keep running," Audrey urged the cleric as the Doctor and Octavian glared at each other.

"Tell me, how did you escape?" The Doctor asked.

"I didn't escape, sir. The Angel killed me, too."

At that, everyone shared similar looks. It was a look of confusion and terror, the latter was an emotion everyone was trying to conceal but you could feel it in the air. Bob tried to elaborate.

"Snapped my neck, sir. Wasn't as painless as I expected, but it was pretty quick, so that was something."

"If you're dead, how can we be talking to you?" Audrey asked.

"You're not talking to me, ma'am. The Angel has no voice. It stripped my cerebral cortex from my body and re-animated a version of my consciousness to communicate with you. Sorry about the confusion."

Nobody wanted to voice the one thing they were all thinking: If the Angels were capable of that, did they really stand a chance? After all, that was one Angel while they were among hundreds, could it be possible that this is where all of them met their end? The cocktail of adrenaline, curiosity, and excitement that usually filled Audrey on adventures was gone. Now it was replaced only by pure, unadulterated fear.

"So, when you say you're on your way up to us…" The Doctor trailed off.

"It's the Angel that's coming, sir, yes. No way out."

"Then we get out through the wreckage. Go!" Octavian shouted, "Go, go, go. All of you, run."

Everyone hurried back the way they had came, except for Audrey, the Doctor, and Octavian. Amy, who noticed the others weren't following, called out to them. The Doctor waved her off and promised they would be following shortly after.

"Yeah. Called you an idiot. Sorry, but there's no way we could have rescued your men," The Doctor told Octavian. It seemed like an after thought to him.

"I know that, sir, ma'am. And when you've flown away in your little box, I'll explain that to their families," Octavian told the two of them, fixing them with a hard stare, before turning to follow the others.

Audrey knew he was right. It amazed her that she had been so callous about rescuing the other men, even if it was hopeless, she knew they should have tried. Yet, like the Doctor, she didn't even give that option a second thought.

"Audrey, go with the others. I'll be right behind you," The Doctor instructed. Audrey shook her head and gulped visibly.

"I-I'm going to stay with you," Audrey stuttered. At the her tone, the Doctor's head snapped around to meet her. She tried to conceal her emotions, even just for his sake, but it was clear he had seen them.

No more hiding, no more pretending. Audrey was terrified. More than she had been on any of their adventures in the past and surely more than she ever would again, if they made it out. And, amidst all the things she was feeling, she wanted to remain by the one person she felt safe with. The Doctor analyzed her for a minute and Audrey knew that he was reading her as openly as a book. He nodded once before going back to work.

"Angel Bob. Which Angel am I talking to? The one from the ship?" The Doctor questioned.

"Yes, sir. And the other Angels are still restoring."

The Doctor nodded, "Ah, so the Angel is not in the wreckage. Thank you."

In an instant, the Doctor had grabbed Audrey's hand, given her a look that read _I'm here, I've got you,_ and raced down the corridor with her in tow. Down the path, Amy was hunched over with her hand planted firmly on a stone wall.

"Don't wait for us. Go, run," The Doctor urged her as they ran past.

"I can't. No, really, I can't," Amy protested.

Audrey doubled back, "What's wrong?"

"Look at it. Look at my hand," Amy insisted, "It's stone."

Audrey glanced down at the girl's hand, seeing the same pale skin as always. When she looked back into Amy's eyes, she knew that the girl firmly believed that her hand was stone for whatever reason. She and the Doctor shared a look.

"You looked into the eyes of an Angel, didn't you?" The Doctor questioned, shining the light of his torch into both of Amy's eyes.

She squinted back at him, "I couldn't stop myself. I tried."

"Amy, your hand isn't stone. It's the angel messing with your head," Audrey told the other girl calmly.

"It is. Look at it," Amy argued.

"It's in your mind, I promise you. You can move that hand. You can let go."

"I can't, okay? I've tried and I can't. It's stone."

The Doctor's torch flickered a few times, leaving all three of them with the knowledge that the Angels were close.

"The Angel is going to come and it's going to turn this light off, and then there's nothing I can do to stop it, so do it. Concentrate. Move your hand."

"I can't."

"Well, then I guess we're all going to die. Bit boring, death by statue, but I don't think I have much of a say in the matter," Audrey muttered nervously. Her usual witty comments had no power behind them and all of her attention was focused solely on the flickering light.

"You're not going to die," Amy snapped.

"They'll kill the lights," The Doctor reminded her.

Amy's eyes went wide, "You've got to go. You know you have. You've got all that stuff with River and with each other and that's all got to happen. You know you can't die here."

"Time can be re-written. It doesn't work like that."

Suddenly, several Angels appeared behind them at the mouth of the tunnel. Audrey sucked in a sharp breath as her eyes stayed steadily trained on it's shoulder. She chanted 'not the eyes, not the eyes,' in her head like a mantra while feeling her hear beat faster every time.

"Keep your eyes on it. Don't blink," The Doctor told the girls, even though Audrey wouldn't have even thought about removing her eyes for one second.

"Run!" Amy told them.

"We won't leave you," Audrey said to her, "We're never going to leave you."

"I don't need you to die for me. Do I look that clingy?"

The Doctor clenched his jaw in frustration, "You can move your hand."

"It's stone."

"It's not stone."

"You've got to go. Those people up there will die without you. If you stay here with me, you'll have as good as killed them," Amy reasoned, trying to appeal to the morality of the Doctor and Audrey.

"Amy Pond, you are magnificent, and I'm sorry," The Doctor said, pressing a kiss to the side of her head.

"It's okay. I understand. You've got to leave me," Amy said shakily. She was so brave and selfless in the face of dangers like this, causing Audrey to feel a swell of pride for her.

"Oh, no, I'm not leaving you, never. I'm sorry about this," He replied as he ducked down and sank his teeth into the back of her hand.

"Ow!" Amy yelped, pulling her hand to her chest protectively.

"See? Not stone. Now run."

Audrey expected the three of them to run now, since the obstacle of Amy not being able to move had been resolved, but it seemed as though that wasn't the case.

"You bit me," Amy accused without moving an inch.

"Yeah, and you're alive," The Doctor countered.

"Look, I've got a mark. Audrey, look at my hand," Amy said as she thrust her hand under Audrey's nose.

The older woman didn't pay attention to either of them. All of her attention was focused on the Angels nearby. Her eyes were watering and begging her to blink just once but she didn't. In the background, she could still here the two of them bickering.

"Yes, and you're alive. Did I mention?"

"Blimey, your teeth. Have you got space teeth?"

"Yeah. Alive. All I'm saying."

"Come on, you two," Audrey said. She backed up, still with her eyes on the Angel, and tugged them along with her, "We've really got to go."

It didn't take them long to catch up with the others, even though it felt like they had been running for an eternity. Audrey was torn between wanting to run away as fast as she could or turning back every so often to make sure the Angels were at a safe distance. When they finally reached the others, they could see that all the lights in the cavern were flickering, including the gravity globe, and that some clerics were stationed at each entrance as they monitored the Angel activity in each corridor.

"Clerics, we're down to four men. Expect incoming," Octavian announced right as they arrived.

"Yeah, it's the Angels. They're coming. And they're draining the power for themselves," The Doctor explained.

"Which means we won't be able to see them…" Octavian realized.

Audrey nodded, "So, we need to get moving. Quickly."

"Any suggestions?" River asked as she looked in between Audrey and the Doctor.

"The statues are advancing on all sides. We don't have the climbing equipment to reach the Byzantium," Octavian pointed out.

"There's no way up, no way back, no way out," River stated.

With all the stating of the obvious, it seemed as though everyone had given up on finding a way out. Audrey, who would usually be right by the Doctor's side and bouncing ideas back and forth, couldn't help but feel the same way.

"No pressure," River said, even though the desperation in her voice was enough to put the weight of the world on their shoulders, "But this is usually when one of you has a really good idea."

Audrey wanted to have a good idea, she wanted to be able to tell them that she could be of some use, but she couldn't. Her hands were shaking and her chest felt tight and the only thing she could offer any of them at this moment was more problems. The Doctor turned to her and she knew what he must've been thinking. This was all the proof he would need to understand that Audrey wasn't as capable as he was, she wasn't as smart or as brave, and she sure as hell wasn't what they needed. She had never felt more useless in her life.

"There's always a way out," The Doctor spoke lowly. Then, he turned his reassuring eyes on Audrey and squeezed her hand in a knowing manner, " _There is always a way out._ "

"There's always a way out," Audrey repeated, trying to instill some confidence in herself, "We just have to find it."

The moment was broken by the sound of feedback on the walkie-talkie and then Bob's voice speaking over it.

"Doctor? Can I speak to the Doctor, please?"

"Hello, Angels. What's your problem?" The Doctor spoke into the device.

"Your power will not last much longer, and the Angels will be with you shortly. Sorry, sir."

Despite his monotone voice, Audrey sensed a small dose of mockery in that statement.

"Why are you telling me this?"

"There's something the Angels are very keen you should know before the end," Bob said, "I died in fear."

The Doctor tilted his head, "I'm sorry?"

"You told me my fear would keep me alive, but I died afraid, in pain and alone. You made me trust you, and when it mattered, you let me down."

"What are they doing?" Amy whispered to River.

"They're trying to make him angry."

Audrey knew it was working. She could see the way the Doctor was shaking with highly concealed emotions. If there was one thing that was guaranteed to make him angry the fastest it was reminding him of the ways he had failed and the people that he had not been able to save. Granted, it was anger at himself mostly, but he was almost always able to repurpose that anger and use it to fight back against their enemies.

"I'm sorry, sir. The Angels were very keen for you to know that."

"Well then, the Angels have made their second mistake because I'm not going to let that pass," The Doctor vowed. "I'm sorry you're dead, Bob, but I swear to whatever is left of you, they will be sorrier."

"But you're trapped, sir, and about to die," Bob pointed out.

As a testament to that, the lights around them flickered and the sound of movement could be heard from every angle. There was no mistaking it, the Angels were drawing closer with every second.

"Yeah. I'm trapped. And you know what? Speaking of traps, this trap has got a great big mistake in it. A great, big, whopping mistake," The Doctor rambled. Audrey could tell he had a plan that he wasn't sharing with them.

"What mistake, sir?" Bob asked in the background. The Doctor was no longer paying attention to the voice on the walkie-talkie and since he was the one they were all relying on, their eyes were on him. He turned his gaze to Amy.

"Trust me?" The Doctor asked.

Amy smiled, "Yeah."

Then, he turned to River, "Trust me?"

"Always," River answered without a single ounce of hesitation.

His eyes were on Audrey now. His gaze was so intense, so focused, but Audrey felt like he was still taking the time to read her emotions. Everything she felt was on display for him, which was a new feeling to her because she was normally so closed off, and a new feeling to him because he was so used to having to pry for information such as that.

"Audrey, do you trust me?" The Doctor questioned.

"Well, we get to spend the rest of our lives together, so if I say 'no', things are bound to get awkward," Audrey reminded him before shaking her head, "Of course, I trust you, stupid."

She caught sight of the grin her words put on his face for a split second before he turned to face the clerics.

"You lot, trust me?"

"We have faith, sir."

"Then give me your gun," The Doctor demanded.

Octavian wasted no time handing over the weapon. The three women, those who knew the Doctor and what he was like, wore questioning looks. Weapons weren't his style and when he did have one, things never ended well.

"I'm about to do something incredibly stupid and dangerous. When I do, jump!" The Doctor instructed as he demonstrated the action for them.

Octavian raised an eyebrow, "Jump where?"

"Just jump, high as you can. Come on, leap of faith, Bishop. On my signal."

"What signal?"

"You won't miss it," The Doctor assured him. In one swift motion, the Doctor cocked the gun and aimed it in the air. Everyone in the group was shaking with anticipation when suddenly a voice crackled over the walkie-talkie.

"Sorry, can I ask again? You mentioned a mistake we made," Bob interjected.

Angels were surrounding them from all sides, Audrey could see them clearly whenever the lights stayed on for more than a few seconds. They looked more like Angels now, with outstretched claws and long fangs. She couldn't help but reach out to grab the Doctor's free hand, holding it tightly in her own to keep her grounded. She would be fine as long as she kept holding on. Everything would be fine if they stayed be each other's side. They could do anything together, she reminded herself. The Doctor squeezed her hand back and he caught his smug smirk in her peripheral vision.

"Oh, big mistake," The Doctor spoke lowly, "Huge. Didn't anyone ever tell you there's one thing you never put in a trap? If you're smart, if you value your continued existence, if you have any plans about seeing tomorrow, there is one thing you never, ever put in a trap."

"And what would that be, sir?"

"Me."

There was a sound of a gunshot. Audrey felt herself jump higher than she ever had, with more force that she thought she was capable. Her hand was ripped out of the Doctor's.

Everything went black.


	25. Flesh and Stone - Part 1

Hey guys! It's been a while, but I haven't given up on this story lol. I wrote an extra long chapter to make up for the time I've been away and I'm really excited about this one, so I hope you enjoy it!

Replies to Comments:

 **Pastel-Potatoes** : Yeah, I guess we will have to see! And, yes, the Doctor and River care about Audrey a lot, something she's not exactly used to. Usually, she's the protective one who is looking out for everyone else but the Doctor and River are the two people that insist upon taking care of her. It's a new feeling to Audrey and definitely something that's going to take some getting used to for her.

 **Fakira** : Thank you for understanding! I'm glad you liked seeing a new side of Audrey too. Being in this new universe pulls out lots of sides of Audrey that she doesn't even know are there and they often take her by surprise. I think I'd break down too if this happened to me lol. The Weeping Angels are terrifying!

 **RiversCurls** : Ah, yes, hi, in the words of our lord and savior River Song, 'You embarrass me!' But I love you too, nerd.

* * *

With a resounding smack, Audrey's skull collided with a solid surface. The impact of it rattled her brain, making it hard to think of anything other than the pain. Moments later, as the fog began to clear, the first thing she noticed was that she could no longer feel the presence of the Doctor by her side. Logic told her that they had been separated when they jumped and that there was no need to worry, but it was easier to give in to fear when it screamed so much louder than anything else.

Her heartbeat thumped erratically in her chest as her eyes scanned her surroundings for sight of the Doctor. It must've been clear to the Doctor what Audrey was thinking because, in a matter of seconds, he was by her side.

"I'm here," the Doctor reassured Audrey, pulling her up by the arm. How he had managed to stay upright when they jumped was a mystery to her, but he seemed steady enough on his feet, which gave her the opportunity to lean against him for comfort. The Doctor let her take all the comfort that she needed. His underlying concern for her was expressed through the way his thumb rubbed soothing circles into the back of her hand. Each repetition seemed to be asking a new sentiment, 'Are you okay?' and 'I'm here for you' being the most common.

Like Audrey, everyone else was disoriented when they sat up. It seemed that the Doctor had been the only one to remain standing, perhaps because he was the only one who knew where they were going to end up. The rest of the group was sprawled out along the metal floor in varying states of confusion.

"Up. Look up," The Doctor urged them all as a means of explanation.

"Are you okay?" River asked Amy and Audrey. Both of the younger women nodded.

"What happened?" Audrey questioned. She was only voicing the question that was on everyone else's minds. Well, maybe not the Doctor and River, but surely the rest of them.

"We jumped," River answered.

"Jumped where?" Amy asked.

"Up. Up. Look up," The Doctor repeated. Still, his tone was filled with a sense of urgency that reminded them all that they were not yet in the clear.

"Where are we?" Amy wondered.

"Exactly where we were," River replied.

"No, we're not," Amy retorted. She was squinting against the flickering lights as she tried to get a grip on their surroundings. The clerics were behaving similiarly, each of them trying to assess the area for any danger that might be present, but still not fully aware of where exactly they were.

"Move your feet," The Doctor directed. Underneath them was a dark gray circle in the hull of the ship. The Doctor bent down to use his sonic against it, the green light bouncing off the metal.

"Doctor, what am I looking at? Explain," Amy demanded.

The Doctor huffed, "Oh, come on, Amy, think. The ship crashed with the power still on, yeah? So, what else is still on?"

One by one, pairs of eyes drifted upwards to take in the scene above them. On what seemed like the ceiling, there were hundreds of Weeping Angels hanging upside down. It took a moment for Audrey's eyes and perspective to adjust. Then, she realized that they were the ones who were upside down. Their feet were clinging to the bottom of the Byzantium and they were hanging over the space they had been standing previously.

"The artificial gravity. One good jump, and up we fell. Shot out the grav globe to give us an updraft, and here we are."

"That was pretty impressive," Audrey commented as she looked to the Doctor, "Nice work."

The smile she got in return was the same one he always gave her in situations like these. Whenever she praised him for his quick thinking, his eyes filled with pride. Except, whether he was proud of the idea itself or the fact that he had managed to impress Audrey, she would never know.

"Doctor," Octavian said, pulling the Doctor's attention, "The statues. They look more like Angels now."

He was right. Now, their enemy looked much more like their savior, the Angel from the Byzantium, had looked on the security footage. Some of them even had their wings outstretched, their feet lifted just a few inches off the ground. Evidently, the distance they had put between them and the Angels wasn't going to keep them safe for long.

"They're feeding on the radiation from the wreckage, draining all the power from the ship, restoring themselves. Within the hour, they'll be an army," The Doctor explained.

The circular hatch that he had been sonicking suddenly opened. Each member of the group leaned forward to see the inside of the ship that had been revealed. It opened to a simple looking corridor that was turned on it's side.

Next to Audrey, a light exploded and made her jump.

"They're taking out the lights. Look at them. Look at the Angels," The Doctor urged, trying to get them all to look away from what he was doing. He sat on the edge of the hatch. "Into the ship, now. Quickly, all of you."

"We'll fall straight down," Audrey pointed out. It was at least a twenty foot drop to the end of the corridor and it was too narrow for all of them to fit in side by side.

The Doctor didn't answer her question, instead he slid down the hatch, ignoring their protests. When he landed on his feet, he was standing sideways from their point of view. At their amazed looks, he rolled his eyes.

"It's just a corridor. The gravity orientates to the floor. Now, in here, all of you. Don't take your eyes off the Angels. Move, move, move."

River ushered Audrey to the front of the group, forcing her to enter the ship first. The Doctor held a hand out for her to grab, which she gratefully took, and then pulled her down by his side. This time, she did manage to stay on her feet without so much as stumbling for balance. The Doctor planted a quick kiss to her temple before he was hurrying over to a panel on the side of the wall. He began working on sonicking the panel as the others climbed through the hatch.

"The Angels. Presumably they can jump too?" Octavian said when he came to stand by the Doctor. The answer to his question seemed obvious, so the Doctor didn't answer. In an attempt to buy them more time, the Doctor waited until everyone was through the hatch and then sonicked it shut.

"They're here, now. In the dark, we're finished," The Doctor said.

This had been the Angels' plan all along and they were falling right into it. It didn't matter where they ran or how safe they thought they were, the Angels could catch up to them. And, once they had taken out all the lights, they'd be nearly defenseless.

Further down the corridor, a bulkhead that sectioned off their portion of the hallway from the next began to close. All of them whirled around at the loud noise, their eyes going wide when they realized their only path of escape was about to be closed off.

"Run!" The Doctor shouted as the group dashed towards the bulkhead. It closed a moment before they reached it, causing the Doctor to slam his hands against the metal in frustration.

"This whole place is a death trap," Octavian muttered.

"No, it's a time bomb. Well, it's a death trap and a time bomb. And now it's a dead end. Nobody panic," The Doctor advised.

The Angels were outside the hatch now, Audrey could tell from the banging sounds they made against the metal. Each pair of eyes in the hall turned towards the hatch, ready for the moment the Angels burst through and needed to be kept in place with their stares. Audrey knew that the Doctor, who was usually quite bad at reading social situations and emotions, could see the tension in everyone. She wondered if it was because he knew how frightened _she_ was and perhaps that made him pay more attention to the emotions of everyone else.

"Oh, just me then. What's through here?" The Doctor asked River as he tapped the bulkhead behind him.

River didn't turn around to look at him when she answered, "Secondary flight deck."

"Okay, so we've basically run up the inside of a chimney, yeah? So, what if the gravity fails?" Amy questioned.

"I've thought about that," The Doctor replied.

"And?" Audrey prompted.

"And we'll plunge to our deaths. See? I've thought about it," The Doctor responded lightly, trying to keep them calm with his badly timed humor.

Admittedly, Audrey hadn't even thought about that. Weeping Angels were currently the only thing on her mind. Fear was getting the best of her, she could feel it, and she knew that if she wasn't thinking clearly, she was of no help to anyone there. Swallowing back her emotions, she tried to focus on the situation and what it would take for them to escape. Her eyes scanned the walls of the hallway, finally landing on a control panel in the wall. Audrey pried it open and scanned the contents with her sonic screwdriver. River was standing next to her, working on another section of the panel.

"The security protocols are still live. There's no way to override them. It's impossible."

Audrey smirked knowingly at the Doctor, "How impossible?"

"For you? Two minutes," The Doctor said, bopping her on the nose teasingly. Audrey pushed him away, trying to hide the smile that broke out on her face.

"Just do your genius-plan thing."

At that moment, the hatch they had crawled through opened to reveal a stone arm reaching towards them. The light flickered ominously overhead, a silent warning that the Angels were close. The clerics stood ready, their guns aimed at the hatch, as they warned the Doctor of the Angels' presence. Suddenly, the lights went out completely. The only source of light was the purple and green glows coming from the Doctor and Audrey's sonic screwdrivers.

"Doctor? Lights," Amy urged.

River connected two wires inside the panel and the lights came back on. Looming at the entrance of the hatch was an Angel, it's full face visible to them. It was snarling at them with sharp teeth and outstretched claws. Again, the lights went off and they were submerged in darkness. This time it didn't work when River tried to turn on the lights. They came on by themselves a second later, but it had been enough time for four Angels to enter the hallway and seal the hatch behind them.

"Clerics, keep watching them," Octavian commanded.

"And don't look at their eyes. Anywhere else. Not the eyes," The Doctor warned. "I've isolated the lighting grid. They can't drain the power now."

A collective sigh was released when they realized they had gained some semblance of an advantage over the Angels. As long as there were lights, they could keep the Angels in place.

"Good work, Doctor," Octavian praised.

"Yes. Good, good, good," The Doctor said nervously, "Good in many ways. Good you like it so far."

Amy quirked an eyebrow, "So far?"

"I feel bad news coming," Audrey mumbled as she pushed a few wires out of the way with one hand and used her sonic with the other.

"Well, there's only one way to open this door. I guess I'll need to route all the power in this section through the door control."

Octavian was quick to support the Doctor's plan, urging him to do it quickly so that they could get through. It hadn't sunken in yet what the meaning behind the Doctor's words were. Audrey, however, froze in place and turned to look at the Doctor.

"Wait, Doctor. All the power?" Audrey asked. The Doctor bit his lip and nodded, giving Audrey the answer she needed. "Including the lights. Right…"

"How long for?" Octavian asked.

"Fraction of a second. Maybe longer. Maybe quite a bit longer."

"Maybe?"

"I'm guessing," The Doctor snapped in frustration, "We're being attacked by statues in a crashed ship. There isn't a manual for this."

"Doctor, we lost the torches," Amy pointed out, "We'll be in complete darkness."

"There's not another way," Audrey spoke up, "The Doctor's right. Unless you want to stay here staring at them until your eyeballs fall out, we have to take our chances in the dark."

"Doctor Song, I've lost good clerics today. You trust these two?" Octavian asked.

River didn't hesitate for a single moment, "I absolutely trust them."

"They're not some kind of madman and madwoman, then?"

"I absolutely trust them."

Maybe it was the combination of adrenaline and fear brewing in her stomach or the serious expression on River's face, but Audrey couldn't help but laugh at her response.

Octavian waited until the Doctor and Audrey had each gone back to working on their separate panels. He leaned in close to River's ear so that the others couldn't hear what he said.

"I'm taking your word, because you're the only one who can manage these people. But that only works so long as neither of them know who you are. You cost me any more men, and I might just tell them. Understood?"

Octavian knew he had hit River's weak spot when her face completely drained of color. The way she gritted her teeth and fixed her narrowed eyes on the wall behind him… he knew she wanted to speak her mind. She wasn't one to back down from a fight or let people walk all over her. Yet, when her eyes drifted towards the Doctor and Audrey, it changed. She and Octavian watched as the pair call out suggestions to each other over their shoulders and give each other advice on what they working on. Something in River's eyes changed. Both of them knew she cared more about them not hating her than she did anything else.

"Understood," River bit out as she returned to working on the panel with Audrey.

"Ok, Doctor. We've got your back," Octavian assured him.

"Bless you, Bishop."

"Combat distance, ten feet. As soon as the lights go down, continuous fire. Full spread over the hostiles. Do not stop firing while the lights are out. Shot gun protocol. We don't have bullets to waste."

"Amy, when the lights go down, the wheel should release. Spin it clockwise four turns," The Doctor instructed. The redheaded woman nodded diligently, attaching her hands to the wheel in preparation.

"Ten," Amy responded.

"No, four. He said four," Audrey corrected as she glanced back at Amy.

Amy eyed her oddly, "Yeah, four. I heard him."

"Ready!" The Doctor announced.

Octavian gave them a countdown. Tensely, everyone prepared to do the job that had been set out for them. The Doctor had his sonic aimed at the control panel, ready to redirect the power, while Audrey took a similar stance at her panel with River by her side. Amy had her hands poised on the wheel. Between them and the Angels stood the Clerics, each of them aiming their weapons forward.

When the countdown ended, there was a loud humming sound and then silence. The lights cut out shortly after that. Then, the hallway erupted in the deafening sound of bullets richocheting off of metal. Perhaps if the Angels weren't such an immediate threat, Audrey would have been worried about the wayward bullets, but as it stood now, they were the least of her problems.

"Turn!" The Doctor yelled at Amy.

"Doctor, it's opening. It's working!" Amy responded. Finally, the bulkhead opened just wide enough for them to fit through.

"Fall back!" The Doctor shouted.

River was the first one through the bulkhead, pulling Audrey and Amy in after her. Next, Octavian and his clerics backed up quickly to join them. The Doctor waited until everyone else had been ushered through before he followed after. He was just in time as well because as soon as he had slipped through, the bulkhead slammed shut.

Another identical corridor was what they ended up in. Audrey hurried to the end of it where another control panel was mounted on the wall. She wasted no time ripping it open and sonicking the inside of it. By the time that the rest of the group had reached her, she had already managed to get the next bulkhead open. Through the crack they could see the secondary flight deck.

"Get through here, hurry," Audrey commanded.

She received no complaints from the others until it came to the Doctor. He was bringing up the rear of the group once again, but he hesitated to go through the door without making sure Audrey was safe first. The brunette rolled her eyes at him, using her spare hand to shove insistently at his shoulder.

"Go, Doctor! I'm right behind you."

At last, he gave in and ducked through the opening. He called out to Audrey, letting her know that everyone had made it safely to the other side and that she could cross over now. Counting down from three in her head, Audrey moved away from the panel, grabbed onto the Doctor's hand that he had stuck through the bulkhead, and maneuvered her way to the other side.

The moment the Doctor knew Audrey was in the clear, he got back to work. The secondary flight deck was a mess of broken controls and wires strewn about on the floor. It didn't seem like the place was in fit enough shape to be of any use to them, but somehow it made sense in the Doctor's mind. Instantly, he was at the control panel, pulling wires and sonicking bits of metal.

"Doctor!" Amy exclaimed when she saw that the wheels on the bulkheads were turning without anyone touching them. Octavian was quick to move as he slapped a small, circular object above the wheel, "What are you doing?"

"Magnetized the door. Nothing could turn that wheel now," Octavian said with too much smugness for someone who had just witnessed an army of Weeping Angels raise themselves from nothing more than debris in a temple.

Audrey quirked an eyebrow at him, "Oh, yeah?"

As if on cue, the wheel behind Octavian started to turn one again. Granted, it was much slower this time around, but there was no doubting the fact that the Angels were far from contained behind one bulkhead.

"Dear God," Octavian breathed.

"Ah, now you're getting it. You've bought us time though. That's good. I am good with time," The Doctor declared as he sifted through materials at the controls. He threw away some pieces that weren't of any use, while arranging the things that were.

"Should be, considering you're a _Time Lord_ and all."

"Doctor," Amy warned.

Across the room, another bulkhead wheel had started to turn. The Doctor quickly called out instructions for all the doors to be sealed and the Clerics hurried to comply. Now, they were sealing doors on all sides.

"We're surrounded," River pointed out as the clerics rushed to seal one exit after the other. Sure, it was good for keeping the Angels out, but they had just as effectively sealed themselves in.

"Doctor, how long have we got?" Octavian asked.

"Five minutes, max," The Doctor answered honestly.

"Nine," Amy commented.

"Five," The Doctor repeated.

"Five. Right. Yeah."

"Why'd you say nine?"

"I didn't?"

The Doctor and Audrey shared a concerned look behind Amy's back. It hadn't slipped past them that Amy was counting, but they had both brushed it off as her mishearing the numbers each time. Now, however, it was beginning to sound a lot like she was counting down. That paired with the fact that they knew looking into the eyes of the Angel had had effects on her mind, wasn't a comforting thought.

"We need another way out of here," River said.

"There isn't one," Octavian replied. His resigned tone suggested that he had already given up on escaping this situation. Except, even if he might have given up, the Doctor and Audrey weren't as easily defeated.

"There's always a way out. We've just got to find it," Audrey said again. It was a mantra. Half of getting out of situations like these was believing you had the ability to. She had always thought that the key to the Doctor's success was 25 percent intelligence and 75 percent over confidence.

"Right!" The Doctor agreed, clicking his fingers in her direction, "Yeah, there is. Course there is. This is a galaxy class ship. Goes for years between planet falls. So, what do they need?"

Realization dawned upon River, making her smile slightly from relief, "Of course."

"Of course, what?" Amy questioned. "What do they need?"

"Can we get in there?" Octavian asked. It seemed that he had come to the same conclusion that they had.

"Well, it's a sealed unit, but they must have installed it somehow," The Doctor theorized while he pressed his hands against the wall in front of the controls, "This whole wall should slide up…there's clamps! Release the clamps."

The Doctor pointed at large clamps along the bottom edge of the wall. Octavian and the clerics cleared away the objects that were in the way while Audrey and the Doctor sonicked a clamp on each side of the wall.

"What's through there? What do they need?" Amy wondered.

Audrey grinned, "They need to breathe."

Slowly, the entire wall slid up to reveal an incredible sight to them. A dark forest stretched out in front of them, seeming so natural that it was surreal to think the whole thing was contained within a spaceship. Clusters of moss-covered trees fanned out from the secondary flight deck, their limbs curling so far into the air that you couldn't even see the ends of them. Fog swirled around the ground and cut paths through the trees like wandering ghosts. In the distance, Audrey could hear crickets.

Amy was gaping in amazement, "But that's… that's a…"

"It's an oxygen factory," River supplied.

"It's a forest," Amy said.

"Yeah, it's a forest. It's an oxygen factory."

"Yeah, but 'oxygen factory' doesn't sound as cool as 'spaceship forest'," Audrey pointed out to River with a grin.

"Fine, it's a spaceship forest," River conceded. She rolled her eyes, but there was a degree of fondness held in the smile that her lips formed. It was an odd combination, sure, yet Audrey felt as if the look in her eyes was familiar. That combination of faux exasperation, but pure adoration, she knew it from somewhere else; she just couldn't pin point where.

"And, if we're lucky, an escape route," The Doctor spoke up, drawing them all back to the situation at hand.

"Eight," Amy breathed out with an amazed laugh.

River's head snapped towards the redhead, "What did you say?"

"Nothing."

"Is there another exit? Scan the architecture, we don't have time to get lost in there," The Doctor directed.

"Already got it," Audrey spoke up. The Doctor looked towards her in surprise and she held up her sonic, "Downloaded the whole layout from the ship's database when we were back in the corridor. Figured it would come in handy."

The Doctor gave her a wide grin as he shot finger guns at her, "Ah, my brilliant girl."

"I'm not just a pretty face, Bowtie," Audrey replied.

She turned away from him then, motioning for each of the clerics to give her their devices. Once she had them in her hand, she used her sonic to send them a copy of the layout one by one and then returned them to their owners. River handed hers over as well, thanking Audrey after she received her copy.

"Stay where you are until I've checked the Rad levels," Octavian advised as he went out ahead of them and began scanning his surroundings.

Like usual, the Doctor didn't listen and headed out into the forest, excited to teach them more about the 'oxygen factory'. When Amy expressed her disbelief for there being trees on a spaceship, the Doctor walked over to the tree closest to them and pulled a chunk of bark away from the base. Inside, there was a mess of glowing wires that flashed at them.

"Oh, more than trees. Way better than trees. You're going to love this. Treeborgs. Trees plus technology. Branches become cables become sensors on the hull. A forest sucking in starlight, breathing out air. It even rains. There's a whole mini-climate. This vault is an ecopod running right through the heart of the ship. A forest in a bottle on a space ship in a maze."

He stopped in the middle of his tangent to take in the amazed looks on all of their faces. Amy had that look that she always does, the one where she can't quite believe she's really seeing something so out of this world when her live seemed so normal before. The clerics and River were both more accoustemed to these things, but they still seemed so enraptured in hearing him explain it, it became new to them all over again.

And then, there was Audrey. He loved impressing her the most. Whenever he went on rants like these, he always found himself looking over to gauge her reaction before anything else, and she always had the same look in her eyes. It didn't matter what he was talking about or what the situation was, she was always so ready to hear it. She wanted to understand everything, partly out of a thirst for knowledge, but also because she loved understanding the things he was passionate about. Asking questions and seeing his eyes light up because he could give her all the answer, was her favorite thing. The Doctor knew she'd be embarrassed if she knew he knew about it, so he never mentioned it. Still, it made his heart skip a beat every time.

"Treeborgs," Audrey laughed. Without heeding Octavian's warning, she walked out into the forest to stand at the Doctor's side. Carefully, she prodded one of the tree's wires with her pointer finger, "This is _awesome._ "

The Doctor smiled, wrapped an arm around her shoulders, and then turned to the rest of the group, "Have we impressed you yet, Amy Pond?"

"Seven," Amy replied.

"Seven?" The Doctor asked, moving back into the ship to look at Amy in concern. At his suddenly close proximity, Amy shifted backwards with a confused look on her face.

"Sorry, what?"

"You said seven."

"No, I didn't."

"Yes, you did," Audrey spoke up from behind the Doctor. Amy looked over the Doctor's shoulder and locked eyes with Audrey. The younger woman's fear was starting to show on her face, just like it had back when she thought her hand was stone, and Audrey's concern was only growing.

"On the maps Audrey sent us, it shows an exit. The far end of the ship, into the Primary Flight Deck," Octavian cut in.

The Doctor nodded, giving the Bishop the go-ahead to plot a path for them, but never once did his eyes leave Amy. Audrey rested her hand on her arm in silent comfort. Their worried behavior was causing the seed of fear in Amy's chest to blossom.

"Doctor? Excuse me? Hello, Doctor? Angel Bob here, sir," A crackly voice spoke up from the walkie-talkie.

Quickly, the Doctor pulled the walkie-talkie out of his coat and sat down in the chair at the controls. His free hand grabbed Audrey's, lacing their fingers together as he pressed a kiss to the back of it. Audrey wanted to shy away from the display of affection, but couldn't deny that she found comfort in it, especially when even the sound of Angel Bob's voice was enough to put her on edge.

"Ah. There you are, Angel Bob. How's life?" The Doctor asked, before biting his lip, "Sorry, bad subject."

"The Angels are wondering what you hope to achieve," Angel Bob responded.

"Achieve? We're not achieving anything. We're just hanging. It's nice in here. Consoles, comfy chairs, a forest. How's things with you?"

"The Angels are feasting, sir. Soon we will be able to absorb enough power to consume this vessel, this world, and all the stars and worlds beyond."

"Well, we've got comfy chairs. Did I mention?" In rather Doctor-like fashion, he tried to seem cool and collected, like Angel Bob's ominous reply didn't affect him in the slightest.

"We've no need of comfy chairs," Angel Bob said.

The Doctor smirked, "I made him say comfy chairs."

Amy giggled, "Six."

All facades were washed away. The Doctor leapt out of his chair, holding the walkie-talkie in a crushing grip as he spoke quickly and deliberately.

"Okay, Bob, enough chat. Here's what I want to know. What have you done to Amy?" The Doctor demanded. At the sound of her name, Amy perked up and looked towards the Doctor with alarmed eyes.

"There's something in her eye," Bob answered.

"What's in her eye?" Audrey asked suspiciously.

"We are," Bob said. If Audrey didn't know better, she would say there was a hint of satisfaction in his tone. Playing games with them seemed to be like a sport to the Angels and they already knew how to press all of the Doctor's buttons. Just as they had known about his guilt towards Bob's death, they knew another big weakness of his was his friends.

"What's he talking about? Doctor, I'm five!" Amy exclaimed. A beat of silence was shared between River, the Doctor, and Audrey, before Amy realized her mistake, "I mean, five. Fine! I'm fine."

"You're counting," River pointed out.

"Counting?" Amy repeated.

"You're counting down from ten. You have been for a couple of minutes," The Doctor explained to Amy. Amy looked between him and Audrey, trying to guess from their facial expressions how worried she should be, but they both were wearing blank masks.

"Why?" Amy asked, her voice shaking.

"I don't know, but whatever it is, it can't be good," Audrey said as she clenched her jaw, just a sliver of anger showing through on her face. She reached out to take the walkie-talkie from the Doctor and when she held it up, Amy could see that her hands were shaking, "Oi! Angel Boy. Come back here, I'm not done with you."

There was no answer on the other end, but Audrey kept going anyways.

"What are _you_ hoping to achieve, hm? With Amy. I'm only going to ask once, you'll find that I can be a _very_ unpleasant person when I have to repeat myself," Audrey muttered lowly into the walkie talkie. In an instant, Angel Bob's voice was replying on the other line.

"We shall take her. We shall take all of you. We shall have dominion over all time and space."

"Yeah, bit of a problem with that, really. I mean, by all means, you can try, but I'm just warning you, there's two people standing in your way of 'dominion', and you've managed to piss them both off. So, basically…"

"Get a life, Bob!" The Doctor finished for Audrey, grinning over at her, "Oops, sorry again. There's power on this ship, but nowhere near that much."

"With respect, sir, there's more power on this ship than you yet understand."

A terrible screeching noise erupted from all sides. It was so loud that it drowned out everything else and echoed against the metal walls. Everyone winced, hurrying to cover their ears.

"What is that?" River exclaimed. "Dear God, what is it?"

"It's hard to put it in your terms, Doctor Song, but as best I understand it, the Angels are laughing."

"Laughing?" The Doctor asked incredulously.

What got to Audrey wasn't the sound itself, or even the implications that the Angels were near enough for them to hear it, it was the reasoning. Audrey wasn't an expert on Weeping Angels or aliens in general, but were they similar enough to humans that laughing was their form of expressing amusement? Were they so confident in their own success that they were amused by the group's attempts at survival? Or were the Angels laughing intentionally to drive fear into the hearts of every single one of them?

"Because you haven't noticed yet, sir. The Doctor and the Guardian in the TARDIS haven't noticed," Angel Bob mocked.

"Doctor," Octavian cut in. Angel Bob's words had served to remind them of the severity of the situation and how quickly they should be working to get out of it. The Doctor, however, seemed distracted from that goal.

"No. Wait. There's something I've missed…" The Doctor trailed off. As if sensing something behind him, he turned.

Everyone's eyes followed his movements, trailing up the wall, until they landed on a crack in the metal that glowed with an overpoweringly bright light. More than just light was radiating from this crack, there was a strange energy that exuding from it as well. Audrey could feel it sinking into her bones and it made her feel uneasy.

Without understanding how she knew, Audrey was aware of exactly what the crack was. It was the crack in time that Rosanna and the Doctor had spoken of. It was a wound and a parasite all at the same time, a tear that should never have occurred, but it was also eating away at the body of time that remained. Everything about it was wrong.

"That's- that's- that's like the crack from my bedroom wall from when I was a little girl," Amy exclaimed as she and the Doctor moved closer to it. Audrey remained rooted in her spot, staring at the crack in a calculating manner.

"Okay, enough. We're moving out," Octavian declared.

"Agreed. Doctor?" River called out, trying to bring his attention back to the situation at hand. The Doctor was hardly paying any mind to their attempts, only waving them off as he climbed on a storage container and began sonicking the crack.

"What are you doing?" River asked in worry.

"Right with you," The Doctor muttered. Despite his fascination with the crack, he was urging them to move into the forest with Octavian and the clerics.

Audrey stepped closer to him, but even she didn't garner a reaction, "We're not leaving you behind."

"Oh, yes, you are," The Doctor disagreed, "Bishop?"

Octavian, who was already heading into the forest, whirled around to look back at them. When he saw that the three women were still standing with the Doctor, he called out to them. Amy hesitated for a moment before going after the man, but Audrey ignored him completely. The Doctor noticed this and gave River a look that passed along a silent message. Before Audrey knew it, a strong hand had been wrapped around her upper arm and she was being dragged in the direction of the forest.

Audrey looked over at River, "Oh, great! So, now you two are ganging up on me."

"Come on!" River snapped. The older woman didn't have the patience for Audrey's arguing, but they both knew who the stronger one was. If Audrey had wanted to, she could have been free from River's grasp in a moment. The expression River wore said that she knew that and that she was hoping Audrey would follow along anyways.

Sparing the Doctor one last look, Audrey figured that he was perfectly fine on his own. That could've been her fear of the Angels, though, because they all knew that, regardless of whether or not she knew the Doctor was capable of handling himself, Audrey always wanted to have his back in anyways.

They stopped running once they were out of sight of the secondary flight deck. The clerics brought up the front and end of the group, with Audrey, Amy, River, and Octavian being circled in the middle. As they moved silently through the forest, Amy's breathing became shallow and she staggered forward.

"Amy," River said, trying to get the girl's attention, but her glazed over eyes didn't raise to meet hers.

"Amy, are you alright?" Audrey asked as she put a hand on her friend's arm.

"Four," Amy whispered.

Suddenly, her legs gave out from under her. If it wasn't for Audrey's grip on her, she would have fallen to the ground. Audrey tried to set her down on a tree stump nearby with care. The moment she was down, she leaned weakly on her arms until she eventually lowered herself into the fetal position.

"Med scanner, now," River demanded.

One of the clerics rushed to their aid. He handed River a blood pressure cuff which she wrapped around Amy's arm instantly. Audrey crouched in front of the redhead, brushing her hair back from her eyes and trying to make sure she stayed awake.

"Doctor Song, we can't stay here. We've got to keep moving," Octavian reminded her.

"We're not going anywhere until the Doctor comes back," Audrey said. Her tone made it clear that there was no room for arguing, which the clerics and River picked up on. Octavian either didn't catch on or was just too arrogant to listen.

"Our mission is to make this wreckage safe and neutralize the Angels," Octavian muttered, "Until that is achieved-"

"Father Octavian," River started without looking up, "when the Doctor and Audrey are in the room, your one and only mission is to keep them alive long enough to get everyone else home. And trust me, it's not easy. I have no idea how they've managed to keep each other alive for this long."

To be fair, neither did Audrey. At this point in River's speech, however, the Doctor joined the group. He stayed standing behind River for a moment, locking eyes with Audrey over the blonde woman's shoulder. There was concern in his eyes for Amy, but also amusement for the fact that River was unaware of his presence. Audrey tried to hide her smirk.

"Now, if he's dead back there, I'll never forgive myself. And if he's alive, I'll never forgive him. And…Doctor, you're standing right behind me, aren't you?"

"Oh, yeah," The Doctor confirmed.

River glared, "I hate you."

"You don't," The Doctor disagreed, "Bishop, the Angels are in the forest."

"We need visual contact on every line of approach," Octavian commanded. The clerics all fanned out, widening their previous circle so that they were guarding the small clearing that the group had stopped in.

"Where'd your jacket go?" Audrey asked the Doctor.

"The Angels snatched it," The Doctor replied. He knelt down in front of Amy, meeting the worried gazes of both River and Audrey.

"How did you get past them?" River asked in disbelief.

"I found a crack in the wall and told them it was the end of the universe," The Doctor replied.

Amy stirred, "What was it?"

Before the Doctor could open his mouth, Audrey had answered, "It's _more_ than the end of the universe. It's the end of everything, the end of time itself."

A shiver ran down Audrey's spine and the Doctor's eyes snapped to look at her. Audrey shook her head a bit to clear the fog that felt like it had settled over her brain.

"Er, sorry," Audrey said, "Don't know what all that was about. Don't listen to me."

The Doctor eyed her for a moment longer, then turned to Amy, "Let's have a look, then."

"So, what's wrong with me?" Amy asked.

"Nothing. You're fine," River reassured her as the Doctor picked up readings from the machine. His nose wrinkled a bit in confusion.

"Everything. You're dying," He said bluntly. River's eyes shot up to meet his as she chastised him, which earned her a roll of his eyes, "Yes, you're right. If we lie to her, she'll get all better. Right. Amy, Amy, Amy. What's the matter will Amelia? Something's in her eye. What does that mean? Does it mean anything?"

Amy tried to get the Doctor's attention, but he brushed her off. His thinking process often made him seem insensitive to the feelings of others, when it reality he was just trying not to be distracted from the matter at hand. Audrey knew the Doctor cared about Amy and whether or not she was frightened, but if he allowed himself to get caught up in worry, he wouldn't be able to think straight, meaning that Amy would suffer regardless. Audrey was prepared to be the complementary side to that, the warmth to his coldness, as she took Amy's hand in her own.

"You'll be all right, Amy. We're right here, we're going to fix it. He just needs a moment to think. Focus on me," Audrey encouraged the girl.

"What happened? She stared at the Angel. She looked into the eyes of an Angel for too long," The Doctor thought out loud.

"Sir! Angel incoming," One of the clerics announced.

Between the Doctor's words and the warnings coming from the clerics, Audrey could feel Amy's hand trembling. She tried to keep the girl's attention on her, not wanting her to panic in case it did something to worsen her condition, yet it proved to be harder than it seemed. While the Doctor couldn't afford to have his mind wandering to worries, Audrey couldn't help her mind wandering to solutions. She felt her thoughts whizzing about as fast as the Doctor's were, even though she was trying to be the one to comfort Amy.

"Come on, come on, come on. Wakey, wakey," The Doctor muttered as he hit the sides of his head, "She watched an Angel climb out of the screen. She stared at the Angel and, and-"

"The image of an Angel is an Angel," Audrey and Amy spoke at the same time. Audrey looked up at the Doctor, "Doctor, could there…could there be an Angel _in_ her mind? A memory of an image that took form because she looked into the Angel's eyes?"

"A living mental image in a living human mind," The Doctor breathed in agreement, "But we stare at them to stop them getting closer. We don't even blink, and that is exactly what they want."

"Because if we're staring at them, we're vulnerable. That's when they can get inside our minds," Audrey finished for him as the Doctor nodded.

"Three," Amy said shakily, "Audrey, it's coming. I can feel it. I'm going to die."

"Please, just shut up. I'm thinking. Now, counting. What's that about?" The Doctor wondered. He brought the walkie-talkie back out, "Bob, why are they making her count?"

"TO make her afraid, sir," Bob replied shortly.

"Okay, but why? What for?"

"For fun, sir."

With a growl of anger, the Doctor hurled the walkie-talkie into the trees. It hit the ground nearby with a small thud.

"Doctor, what's happening to me? Explain," Amy requested.

"Inside your head, in the vision centers of your brain, there's an Angel. It's like there's a screen, a virtual screen inside your mind and the Angel is climbing out of it, and it's coming to shut you off," The Doctor explained.

"Then what do I do?"

"If it was a real screen, what would we do? We'd pull the plug. We'd kill the power. But we can't just knock her out, the Angel would just take over."

"Then what? Quickly," River insisted.

"We've got to shut down the vision centers of her brain. We've got to pull the plug. Starve the Angel," The Doctor continued.

"Doctor, she's got seconds," River said as the readings on her monitor began going dangerously low.

"How would you starve your lungs?"

"I'd stop breathing."

If they were going with the 'starving' metaphor, what was currently feeding the Angel? It was targeting the visual centers of Amy's brain, which was receiving its information from her eyes. Her eyes!

"Amy, close your eyes!" Audrey burst out.

"Yes!" The Doctor said, pointing at Audrey.

"No. No, I don't want to," Amy whimpered.

"Good, because that's not you, that's the Angel inside you. It's afraid. Do it. Close your eyes," The Doctor insisted.

Amy still seemed hesitant. Now that they knew the solution, how to stop Amy from being taken over by the Angel, Audrey wasn't going to let anything go wrong. She moved her hand over Amy's eyes, forcing the girl to shut them. She felt the muscles in Amy's face tense up underneath her palm, signaling that she was squeezing her eyes shut, so Audrey removed her hand.

"She's normalizing," River told them in relief. The scanner's results started going back to normal very slowly, and River looked between the Doctor and Audrey with pride, "Oh, you did it. You did it."

River helped Amy sit up, reminding her to keep her eyes closed the whole time. The clerics began shouting, informing them that the number of Angels was increasing, and they were once again surrounded on all sides. The Doctor looked over at Octavian.

"Still weak," River said, in reference to Amy's vital signs, "Dangerous to move her."

Amy's forehead creased in confusion, "So, can I open my eyes now?"

"Amy, listen to me. If you open your eyes now for more than a second, you will die," The Doctor said, "The Angel is still inside you. We haven't stopped it, we've just sort of paused it. You've used up your countdown. You cannot open your eyes."

"Doctor, we're too exposed here," Octavian told him, "We have to move on."

"We're too exposed everywhere," The Doctor pointed out, "And Amy can't move. And, anyway, that's not the plan."

Audrey raised a questioning eyebrow, "Oh, so, there's a plan now?"

"I don't know yet. I haven't finished talking. Right!" The Doctor clapped his hands together, "Father, you and your Clerics, you're going to stay here, look after Amy. If anything happens to her, I'll hold every single one of you personally responsible, twice. River, you, me, and Audrey, we're going to find the Primary Flight Deck which is…"

The Doctor looked over to Audrey, who was already in the process of using her sonic to pin point their location in relation to the map of the ship she had downloaded earlier. It let out a ding and Audrey pointed in the direction it indicated.

"A quarter of a mile that way," Audrey said. She knew the Doctor could have easily figured out the way himself, but she felt proud that she was able to feel useful.

"Brilliant," The Doctor commented before continuing, "And from there we're going to stabilize the wreckage, stop the Angels, and cure Amy."

"How?" River asked.

"I'll do a thing," The Doctor responded. Audrey felt the confidence in the plan shrivel a bit.

"A thing?" Audrey questioned.

The Doctor shook his head, "I don't know. It's a thing in progress. Respect the thing. Moving out!"

He clapped his hands together again and then began making his way to the tree line. Audrey caught his arm before he could get too far, making him turn around to look at her.

"Doctor, I think it's better if I stay," Audrey said.

The Doctor's eyes widened to a comically large size, "What? No, you can't."

"Amy's scared right now. I think it's better if I'm here so that she's at least got someone she knows and not a bunch of soldiers she doesn't."

"Audrey, this forest is filled with Angels," He reminded her. She could tell by his tone of voice that he wasn't trying to talk her out of it, even if he disliked the idea, he just wanted her to be fully aware of the dangers. Audrey was glad that he placed just as much faith in her as she did in him.

"Yeah, I've noticed. But that doesn't change my mind. Amy needs me," Audrey said determinedly and she was right, something both her and the Doctor knew. Someone that understood the weight of Amy's condition should be the ones guarding her, not the clerics, who should be focused on keeping the Angels at bay.

The Doctor kissed her lightly on the forehead, "Be careful, please."

Audrey swallowed back the fear she had in being on her own in a forest full of Angels. What she had told the Doctor was true, Amy needed her right now. She couldn't afford to be afraid any more.

"Doctor," Octavian interrupted, "I'm coming with you. My clerics will look after Miss Pond. These are my best men. They'd lay down their lives in her protection."

The Doctor shook his head, "I don't need you."

"I don't care," Octavian fired back, "Where Doctor Song goes, I go."

"What? You two engaged or something?"

"Yes, in a manner of speaking. Marco, you're in charge till I get back."

One of the clerics, Marco, replied affirmatively without leaving his post at the edge of the forest. Amy, who was still sitting on the tree stump, began to worry when she heard the sound of retreating footsteps.

"Doctor?" Amy called out, "Please, can't I come with you?"

"You'd slow us down, Miss Pond," Octavian pointed out, his voice growing distant as he walked further into the forest.

Amy scoffed, "Don't wanna sound selfish, but you'd really speed me up."

The Doctor sat down next to Amy. The girl felt his presence beside her and turned her head, even if she couldn't look at him.

"You'll be safer here, Audrey's staying with you. We can't protect you on the move. I'll be back for the both of you as soon as I can, I promise."

"You always say that," Amy muttered.

"I always come back," The Doctor told her with a. smile. He gave her shoulder a reassuring pat before addressing the rest of the group, "Good luck, everyone. Behave. Do not let that girl open her eyes. And keep watching the forest. Stop those Angels advancing. Girls, later. River, going to need your computer!"

"Yeah, later," Amy huffed.

"He'll be back," Audrey said to Amy as she took a seat on the ground by her feet. Amy tilted her head at the sound of Audrey's voice, her facial expression showed that she wasn't very convinced.

"Are you sure about that?" Amy asked.

Audrey hummed, "No, not really. The alternative is worrying about him, though, and if I let myself worry about the Doctor every time I wasn't sure he'd make it back okay, I'd send myself to an early grave."

"This is different, yeah? It's different from the other adventures."

"What makes you say that?"

"The Doctor's worried and you're scared. Those things only happen when it's _really_ bad."

Audrey bit her lip, thankful that Amy couldn't see her face. She knew that the Doctor could read her easily and that he knew how afraid she had been this whole time. What she didn't know what that it was obvious enough for Amy to pick up on as well. She tried to think of a way to comfort the girl without directly lying to her.

"The Doctor…he worries more than he lets on. He wants everyone to think that he's got everything under control so that they trust him, so that they feel safe with him. And, you should. He'll figure out something in the end."

Amy shifted beside her, Audrey sensed that her concerns were eased, if only slightly, and neither of them said a word after that. They sat in silence, listening to the crickets that chirped somewhere in the trees, and the sounds of the clerics in the trees. After spending a minute like this, Audrey got up and dusted off her pants.

"I'll be right back, Amy. I'm just going to see if they need my help with anything," Audrey told her.

Evidently, the clerics didn't need her help. In fact, they insisted she stay with Amy so that she was protected from the Angels on all sides. Audrey wasn't one for following directions or acting as a damsel in distress so, naturally, she didn't listen to their requests.

Sitting around with Amy was only serving to make Audrey more anxious and she wasn't of use to anybody when she was a jittery mess. So, she walked away from the group. Out of sight, yet close enough to be heard if something went wrong. There weren't any angels that she could see, but she stayed alert.

It was easier to be on her own at times like this because she didn't have anyone to put up a front for. Since they had entered the catacombs, Audrey had to keep up the calm façade for the others' sakes. Granted, they were her friends and she knew they wouldn't think of her differently if he admitted her fears. Except, Audrey was too used to wearing a mask by now. It seemed impossible to take off at this point. Ans the Doctor was worrying about her enough as it is. It was better if she held it in long enough for them to focus on the important things, like getting everyone else out safely.

Fingers wrapped around her wrist, making her turn around quickly. Her fist swung towards the person behind her on instinct alone, yet it seemed that they had been prepared for that reaction and ducked out of the way just in time. When they straightened, Audrey came face to face with the Doctor.

"Don't do that, Idiot! You scared the mess out of me," Audrey scolded, hitting him on the should halfheartedly.

Strange as it may be, the Doctor _always_ smiled when Audrey called him 'idiot'. Except for this time. His green eyes were swimming with deep emotions that Audrey didn't have a name for while his lips were pulled into an uncharacteristic frown.

"Doctor? Doctor, what's wrong?" Audrey asked worriedly.

The Doctor didn't answer her. His hands moved from her wrist, until one was resting on her hip and the other coming up to cup her face. Unintentionally, Audrey leaned into his touch as she tried to ask him what was wrong once more. With one shake of his head, he had effectively silenced her queries.

Fingertips brushed her sides with feather-light pressure. The way he held her exuded nothing but softness, which conflicted with the rest of his demeanor. His expression was strained and his hands shook, as if they were physically restraining themselves from gripping her skin with bruising force.

They drifted closer naturally. They were always gravitating towards each other, emotionally or mentally, yet this time their connection took a more physical form. Audrey knew where this was heading, she knew it was a bad idea, and she knew she didn't care. When their eyes met, an understanding passed between them, one that meant that they both were aware of the other's intentions and that, for their own reasons, this was what they needed. Both of their eyes drifted shut the moment their lips met.

Audrey could lie. She could say that she had never thought about kissing the Doctor, she could deny that she had ever entertained fleeting thoughts that were wildly inappropriate to hold for one's best friend. It would be pointless, however, because this kiss was nothing like she had expected anyways. Given the Doctor's sweet and affectionate demeanor, she assumed his kisses would be a reflection of that; maybe eager, but still soft and tender.

That wasn't the case. With this kiss, it was all rough edges and unspoken words. Regardless of the fact that she didn't have romantic feelings for him, Audrey knew that the situation they were in caused so much emotional tension to build between the two of them and it all came pouring through in this kiss.

Both of them were such stubborn people. They built walls and put on fronts for the sake of other people, which meant that they were always on the wrong page. Except for right here, right now. She felt like she could read him easier, could understand him easier. One kiss could portray more than a thousand words could between them. She could taste the fear-filled desperation on his tongue and knew that he must be getting something similar from her.

The Doctor kissed her like it was essential, as if he was a dying man and she was his last breath of air. It was emotional, but not romantic. If anything, it was merely an attempt at comfort and understanding. His hands were knotted tightly in her hair like he was trying to anchor himself to her, and hers were pulling on his coat.

It took her a moment to push aside the meaning of the kiss and focus on the reality of it. Or, more specifically, what she was holding on to so desperately.

"Doctor, your jacket," Audrey whispered against his lips, still breathless from the kiss, "You told me the Angels took your jacket."

"My amazing Audrey. Never could get a trick past you," He said as he stroked the side of his face. Now, his eyes were filled with more than sadness, there was affection lingering within them. A warning sign that told her that this hadn't been a good idea. She pulled away swiftly.

"You're not the Doctor, are you? Not this Doctor, I mean," Audrey realized. Although he didn't answer, his expression told her everything she needed to know. When his hands reached out for her, she eyed them warily. Still, she let him take her hand in his.

"We're in danger, Audrey."

"Well, yeah, Weeping Angels. You haven't _stopped_ telling me how dangerous they are."

He shook his head, "No, not this. In the future. Future you and me, we're in trouble."

It was making her nervous now, the way he wasn't meeting her eyes when he spoke. She'd never seen the Doctor like this. He was so…resigned. Usually his determination and confidence in their survival was what got her through her own doubts and fears. Seeing him without that belief made her own determination grow stronger. He'd always been so strong for her, so she would find a way to be that for him.

"OK, what do I need to do?" Audrey asked.

"You can't do anything, Audrey," The Doctor answered, finally look up at her. "Neither of us can. But at least I got to say goodbye."

Those words knocked the breath out of Audrey. She could feel her chest constricting with anxiety just thinking about the words 'goodbye' and 'Doctor' in the same sentence. The two of them were a forever kind of deal. There was no 'goodbye' in this for them, their story didn't end here or anywhere, for that matter. They were timeless, they were- they were bigger than everything else. At least, that's what it felt like to her.

"Don't say that," Audrey said, "Don't you dare say that."

"I'm sorry."

 _Be strong,_ Audrey thought to herself, _he needs you to be the strong one right now._

"We'll think of something, yeah? We always do, I know you," Audrey insisted as she tried to cover up how shaky her voice was.

Sure, she didn't know what was happening in the future, but she knew that they'd work it out. There was no way that they couldn't. They were the Doctor and Audrey. He was the Oncoming Storm. They had a whole future that was laid out for them and despite the fact that it was strictly spoilers, Audrey knew enough about it to know that it didn't end any time soon.

The Doctor wasn't as convinced. He didn't answer her, which made her shoulders slump in defeat. He would be fine, she told herself, he was always fine. That logic sounded foolish even in her own mind, but she kept repeating it, hoping that with every time she thought it, the truth of it would grow stronger.

"Come here," Audrey demanded.

She didn't wait for his answer, instead she pulled him against her roughly. Her arms wrapped around his waist and she pressed herself as close to his chest as she could possibly be. Looking into those big sad eyes of his and knowing there wasn't anything she could do to help him was the worst thing imaginable, like some personalized hell. This was a future Doctor, she had no idea the kind of problem they were facing or even when she would reach that adventure. How could she be strong in the face of something so unknown? And, if this was truly his end, then how would she know when the time came?

"This isn't the end," Audrey stated firmly. "I don't care what's happening in the future. Whatever it is, we're going to figure it out, I promise. And…and you're not going _anywhere_ so don't ever say goodbye to me again."

"I'll try my best," The Doctor murmured. His face was buried in the junction between her neck and shoulder. She thought she could feel warm tears on her skin, which had her blinking back tears of her own.

Audrey squeezed her eyes shut, "You better because…because I'm not ready to let go just yet, okay?"

Some time passed before either of them moved away and, when they did, neither of them could meet the other's eyes. Audrey distracted herself by straightening his jacket and smoothing out the wrinkles that she had made earlier.

As he sensed the time coming to an end, he pressed a kiss to her forehead and gave her one more hug. Audrey felt his body shudder with concealed sobs, but when they pulled away he had schooled his features back into a composed façade. She knew there was something else, she could see that words were brimming behind his sealed lips, yet he never told her what they were. Maybe it was for the best or maybe they were spoilers that would hardly matter if this was his final moments.

Gathering their last bits of restraint, they removed themselves from the other's embrace. Their hands were still interlocked, and they remained that way until the Doctor walked away, their hands being pulled apart from the distance. Audrey let her arm fall back to her side as she watched him walk into the forest.


	26. Flesh and Stone - Part 2

Hello, my lovelies! Ok, so, I'm going to be real with you for a second. I'm _**SUPER**_ sorry about going MIA for so long? I've had a lot going on with school and friends and a certain band that I love that won't stop releasing content at 3 in the morning. So, I've kinda been procrastinating writing this chapter because I felt like it wasn't good enough? And I really didn't want to disappoint you guys with a shitty chapter. Anyways, I'm here, I'm back. I can't promise I won't go missing again but thank you so much for sticking with this story. Really, I appreciate all of you and your comments make me smile and motivate me to write more. What I can promise though is that very soon there will be many chapters coming your way. After this episode is finished, I have one episode to write (Lazarus Experiment) and then the next 4 episodes (eight-ish chapters) are all fully written (and action packed, my dude, lemme tell you). This chapter is a bit short, but I figured since the last one was 10,000 words and it's been so long, you guys wouldn't mind the short upload. Enjoy the chapter!

Replies to Comments:

Fakira: AHHHH YES THEY DID! I'm glad to be back and thank you for believing in the fact that I won't give up on this story. I'm glad this chapter could bring you a little bit of happiness because you're comments always make me so happy and it's really nice to feel like I'm returning the favor! I hope school will get better for you and that the coming of spring will bring lots of sunshine and flowers your way. And, trust me, I COMPLETELY understand the American Netflix struggle! Hope you have a wonderful day too and enjoy this next chapter.

Pastel-Potatoes: Ahhh thank you so much! I'm really glad you enjoyed the emotional speech/the chapter. I was actually really nervous that that chapter wasn't as good as the others since I had taken such a long break from writing the story, so your words definitely made me feel 100 times better! Hope you enjoy this next chapter!

Whovian-Potter: Hi, I want to say that I really love your username, first of all. Also, thank you, your review was very sweet! I'm glad you like their dynamic, it's one of my favorite dynamics to write and I love being able to share it with others who enjoy it. I'm glad you liked their 'goodbye' too, that episode isn't going to happen for a while, so the Audrey that the Doctor leaves behind and the Audrey in the last chapter are VERY different people and that goodbye scene effects the way Audrey's dynamic with the Doctor evolves for the rest of the story. Hope you enjoy this next chapter!

* * *

This was foreign ground for Audrey.

Watching the Doctor walk away filled her with… _more_ than she had felt in a long time. Usually everything was so concealed, even from Audrey herself. She had mastered the art of bottling her emotions up so tightly that she could hardly feel them anymore. More often than not, feelings of happiness or joy had been nothing but echoes of the real thing, heightened by the adrenaline of whatever thrill-seeking activity she was using to feel alive.

There were exceptions, of course, especially now that she was in this universe and feeling all sorts of things she wasn't used to. A pang of sadness when they couldn't save someone, excitement when they could. A wave of happiness when she made a companion laugh, or when the Doctor smiled at her.

Still, it was enough for her to deal with. If something only lasted a fraction of a second, it was easy to retreat back to her façade of feeling nothing.

 _This_ was different.

She watched until he disappeared from her view and the only thing echoing in her mind was _goodbye, goodbye, goodbye._

He was returning to whatever point in time he came from, facing some danger that seemed inescapable and that she was powerless to stop. She couldn't go with him and be there to stand by his side. Instead, she was forced to stay here in this dark forest with the knowledge that somewhere, sometime, he was suffering on his own.

A flame of unbridled emotion was lit within Audrey, sparking and growing until she was totally encompassed by it.

Forget Weeping Angels, she'd managed to find something she feared more and right now all she wanted was to get back to the Doctor and wrap him in her arms. She knew that it wasn't the same, holding onto _this_ Doctor wouldn't change the fate of the other, but still she wanted nothing more than to see him safe.

What more could she really stand to lose? One universe had taken her innocence, her childhood, and her sanity. Then, this one had taken her family. At the end of all of that, she had one person still reaching a hand out to pick her up from the ruins. She'd been given a best friend who knew how to make her laugh, who knew how to see through all of her masks and find the Audrey underneath. Was the universe really so cruel as to take him away from her as well?

She wanted to rage and scream and curse at nothing. She wanted to find whatever higher power had control over their fates and dare them to try tearing them apart.

But she didn't have the time. She didn't have the time to grieve over someone she hadn't lost yet or vow that she would keep him safe. Not when Amy was waiting for her. Not when there were people counting on her to play her part in this escape plan.

All she could do was stand there, alone in an angel-filled forest on some planet she couldn't remember the name of, and let tears roll down her face for the first time in four years.

When Audrey returned to the spot where she had left Amy, she was almost glad that the younger girl couldn't see her. She had tied her hair into a ponytail to hide the fact that it was mussed beyond repair, but the tear streaks on her face were harder to conceal.

The two of them went back to their previous arrangement of sitting silently next to each other as they waited. Audrey couldn't afford to be lost in her thoughts anymore, so she tried to busy herself in the meantime.

She aimed her sonic screwdriver at the dirt, the purple glow projecting shapes onto the ground. It was a copy of the digital map that she had downloaded and distributed to the Doctor, River, and the clerics. Little red dots were displayed on the map, representing each of the devices that she had sent the map to. There were four dots spread out in a deformed square, one for each of the clerics on guard, and then one in the middle for her. The Doctor, River, and Octavian were all represented by small dots that were moving together across the map, almost reaching the Primary Flight Deck.

A sigh of relief escaped her. As long as those dots were still there, still moving, she knew that he was safe.

"So…what's happening?" Amy asked in a bored tone, "Anything happening out there?"

"The Angels are still grouping," Marco replied then he raised his voice to talk to the other clerics, "Are you getting this too?"

"The trees? Yeah," Phillip confirmed.

The lights above them started to flicker, dousing the clearing in pitch darkness for a split second. Audrey was quick to jump to her feet. Amy must've noticed felt the movement because her head snapped in that direction.

"What's wrong with the trees?" Amy asked. The clerics didn't pay attention to her questions and kept conversing with one another. "What is it? What's happening? Tell me. I can't see!"

Audrey knelt down in front of Amy and took her hands in her own. Amy, with her eyes still closed, tilted her head in the direction that she assumed Audrey was in and furrowed her eyebrows.

"They're taking out the trees," Audrey explained.

Amy reeled back slightly, "But that means the lights-"

"Hey, hey, listen," Audrey cut in when Amy's voice turned frantic, "We're going to be okay. I'm going to get you out of her safely. Do you trust me?"

Amy nodded, "Yeah, yeah. Of course, I do."

Audrey squeezed Amy's hand before standing up and moving towards where Phillip was standing. The Angels were frozen in place, some of them with their hands pulling wires out of the trees and others advancing on their group, ready to strike. They got closer each time the lights flickered.

"Angels advancing, sir," Phillip announced.

"Over here again," Pedro said.

"Weapons primed. Combat distance five feet. Wait for it."

"What is it?" Amy questioned, "What's happening? Just tell me!"

Audrey kept her eyes on the Angels as she moved backwards, hands stretched out behind her. She felt her fingertips brush against Amy's sweater and the younger girl's hands came up to hold onto her wrists tightly.

"Here. I'm with you, okay?" Audrey assured her, "You have to keep your eyes closed."

"But what's happening?" Amy asked again.

"The Angels are taking out the lights so we can't keep watching them," Audrey told her. "And…"

Audrey's attention was redirected to a bright light that came streaming out from behind the trees. If she wasn't so curious as to what it was, she might've have been relieved that there was a source of light that the Angels couldn't remove.

"The ship's not on fire, is it?" Marco wondered.

"It can't be. The compressors would have taken care of it," Pedro informed them. "Marco, the Angels have gone. Where'd they go?"

Sure enough, when Audrey looked back to where the Angels had been, there was only an empty space. The clerics reported back one by one, each claiming the same thing. For whatever reason, all of the Angels had disappeared.

"There's still movement out there, but away from us now. It's like they're running."

"Running?" Audrey muttered. "Running from what? What are Angels afraid of?"

All of them, save Amy of course, turned their eyes to the bright light. It couldn't be a coincidence that the light had appeared at the same moment the Angels had retreated. Whatever it was, it had to have scared them off. Normally, Audrey would consider that a good thing, but she had a feeling that the Angels weren't easily spooked. Chances are, if they were afraid of something, she should be too.

"Phillip, Crispin," Marco said, "Need to get a closer look at that."

Both clerics nodded and headed off in the direction of the light.

"What are you all looking at? What's there?" Amy exclaimed.

"It's a light, like some sort of…energy," Audrey said, wincing when her eyes started to burn and her stomach felt like it was turning itself inside out, "It's…damn, that's bright."

"Are you alright, ma'am?" Pedro asked Audrey.

"Yeah, yeah, I'm fine. I just feel a bit sick is all."

Marco nodded, "I feel it too. The light, it makes you feel weird."

"And you think it scared the Angels?" Amy asked.

"What could scare those things?" Pedro wondered. He was the one asking the question on each of their minds. What could scare something that was already the embodiment of fear itself?

Amy turned back and forth, trying to sense where the light was coming from based on the brightness she could detect through her closed eyelids. Audrey saw the way she stilled once her face was turned in the same general direction of the light with her closed eyes squinting from the brightness.

"What are you doing?" Marco asked Amy.

"Point me at the light," Amy said.

"Amy," Audrey began, "You can't open your eyes. The angel is still in your mind."

"I can't open them for more than a second, that's what the Doctor said. Still got a bit of countdown left," Amy reminded her.

"Ma'am you can't," Marco cut in.

Audrey sighed, "You have to be quick. I'll point you in the direction."

Marco gave Audrey an incredulous look to which Audrey only responded by shaking her head. As much as she cared for Amy's wellbeing, she knew that the redheaded woman was far too stubborn to let this go. It was better to agree to letting her open her eyes for a split second while they were both monitoring her, rather than her go behind their backs to try to sneak a peek and accidently run over her time left.

Finally, after seeing the resignation on Audrey's face, Marco nodded as well, "Very quick."

With their hands on Amy's shoulders, they moved her directly in front of the light. It was a strain on their eyes to look at the light head on, but they were both too concerned about Amy to notice.

"Okay," Amy murmured as she tried to prepare herself. Slowly, her eyes blinked open and she peered through the trees to see the light beyond it.

A sharp intake of breath followed Amy opening her eyes. Whatever she saw in the light caused her eyes to widen and fear to color her face. The next time she spoke, she sounded breathless.

"It's the same shape. It's the crack in my wall."

"Close your eyes, now," Marco demanded.

"It's following me! Audrey, how can it be following me?" Amy asked as she collapsed to her knees. Marco was quick to bend down next to her and force his hand over her eyes like Audrey had done before.

Audrey knelt down on the ground by Amy, wrapping the younger girl in her arms as best she could from the position they were in. Amy didn't make a sound, but her hands came up to grasp at the fabric of Audrey's clothes, holding her in place.

"Are you okay?" Audrey checked.

"Yeah. It was the same shape," Amy replied, "How can it be here?"

"I don't know."

Audrey didn't have the heart to tell Amy that she didn't know what she was talking about. From the way she spoke about it, it seemed like a rather important crack that Audrey was sure was from some adventure she hadn't been on yet. She didn't think that Amy needed to know that she was out of the loop in this situation. Amy was afraid, stuck with her eyes closed, and balancing on the edge of being taken over by an angel in her mind. What she needed was for Audrey to tell her it was going to be okay.

As Audrey comforted Amy, the clerics discussed among themselves whether one of them should head out to get a better look at the light again. It seemed pointless given the fact that two of them were already surveying it. What use was sending another one into an angel-filled forest?

"Hang on," Amy spoke up, "What about the other two? Why not just wait until they're back?"

Pedro was the one who volunteered to go and he left without paying any mind to Amy's question. Marco, however, turned to look at her in confusion.

"What other two?"

"The ones you sent before," Audrey answered.

"I didn't send anyone before."

"Yes, you did. Those two guys…Crispin and Phillip?"

Marco's confusion was only growing, "Crispin and who? There never was a Crispin or a Phillip on this mission, I promise you."

"No, I heard you," Amy argued, "Before you sent Pedro, you sent Crispin and Phillip, and now you can't even remember them. Something happened. I don't know what, and you don't even remember."

"Pedro?"

"No, before you sent Pedro," Audrey clarified.

"Who's Pedro?" Marco asked with a blank face.

It was clear to them now that something else was going. This wasn't just about the Weeping Angels anymore. Between the crack filled with light (that apparently had ties to Amy's past) and the disappearing memories in the cleric's mind, Audrey was having trouble trying to piece everything together. Amy tried to convince Marco that the other clerics were real while Audrey pulled out her sonic screwdriver.

Aiming the sonic at the ground, Audrey pulled up her holographic map again. Instead of the four dots for each of the clerics, there was now only one. The only dot left was Marco's, but that didn't make sense. Even if the other three had been intercepted and killed by Angels, that wouldn't have effected Marco's memory of them. Also, the dots represented their communicators, which would have been left on their bodies. She checked again and again, receiving the same results every time.

"Listen. Listen, I need to get a closer look at that light, whatever it is," Marco declared, ignoring their protests, "Don't worry, I won't get too close."

Amy shook her head, "No. No, you can't. You mustn't."

"Here. Spare communicator. I'll stay in touch the whole time," Marco promised as he handed the girls a communicator he pulled from his pocket.

"Are you stupid?" Audrey asked bluntly. "Clearly, it's more than just a light. Something happened to the others, something that caused you to forget them and for them not to show up on my map. Do you really want to end up like that?"

"There weren't any others!" Marco exclaimed.

"There won't be any you if you go back there," Amy retorted sharply.

"Two minutes. I promise," Marco replied.

By the time Audrey tried to pull him back, Marco was already running towards the light. Audrey hesitated to follow after him. She didn't know what distance was too close to the light and she didn't want to leave Amy here on her own. Instead, she was forced to watch as Marco headed off while both her and Amy called after him frantically.

The Doctor and River had made it safely to the Primary Flight Deck, but the same could not be said about Octavian. When the Doctor had ducked through the hatch and closed it behind him without the other man, it felt as if he was abandoning him, yet he knew there was nothing he could do.

There was a sickening crack that followed the Doctor into the Primary Flight Deck. It made his ears ring and his jaw clench. He closed his eyes for a moment, balling his fists tightly in anger.

"There's a teleport. If I can get it to work, we can beam the others here," River told the Doctor, "Where's Octavian?"

"Octavian's dead," The Doctor responded tightly. "So is that teleport. You're wasting your time. I'm going to need your communicator."

At the announcement of Octavian's death, River's head snapped in the Doctor's direction. She could see the tension on his face that said the events that had occurred outside were not up for discussion, so she didn't bother asking.

The Doctor avoided her glance and tried to focus on the task at hand, which was proving hard to do. He could picture the trust Amy had in him when he left her behind, and the faith in Audrey's eyes because she knew he'd be back for them. There was supposed to be some genius plan he concocted that reunited them all and beat the bad guys. But, if he couldn't save one man, who was within arms reach, how was he supposed to save the girls and the clerics that were across the ship?

"Hello? Are you there? Hello? Hello?" Amy kept trying the communicator to see if Marco would respond.

Audrey had resigned herself to knowing that Marco was surely dead or at least heading in that direction. She couldn't understand why he hadn't just _listened_ to them. Now, she was feeling inadequate and guilty, like she should've saved him somehow.

"I'm here. I'm fine. Quite close to it now," Marco replied after a moment. Audrey's ears perked up at the sound of his voice.

 _Maybe there was still time to save him._

"Come back, Marco. You've seen enough of it. Getting any closer won't make you understand where it came from, it'll only make you dead," Audrey urged.

Marco continued on as if he hadn't heard her, "It's weird looking at it. It feels really-"

"Really what?" Amy questioned. "Hello? Really what? Hello? Hello? Hello?"

Audrey let out a sigh of frustration and kicked a rock that was sitting by her foot. It flew through the air and smacked against a tree with a resounding thud. Of course, she hadn't been able to convince him or save him from his own curiosity. After all, who was she kidding? She couldn't save anyone.

"Please, say you're there. Hello? Hello?" Amy continued.

There was a buzz of static before a new, familiar voice broke through the communicator, "Amy? Amy? Is that you?"

"Doctor?" Amy cried out in relief.

Quickly, Audrey and Amy were huddled as closely as they could be around the communicator, eagerly listening for another sign of the Doctor on the other end.

"Where are you? Are the Clerics with you? What about Audrey?"

"I'm here," Audrey said, "But the Clerics are… they're gone."

"There was a light and they walked into the light. Doctor, they didn't even remember each other," Amy said.

"No, they wouldn't," The Doctor replied. It sounded like he had turned away from his communicator and was conversing with someone in the room with him. Whatever he was saying was too low for them to hear for a moment before he turned back to address them once more, "Amy, Audrey, I'm sorry, I made a mistake. I should never have left you there."

"Just tell us what we need to do, Doctor," Audrey responded evenly.

"You come to us. The Primary Flight Deck, the other end of the forest."

"I can't see. I can't open my eyes," Amy reminded him.

"It's okay, Amy. I'll guide you," Audrey promised.

"What if something happens to you like it happened to the clerics?" Amy asked and Audrey stayed silent for a moment.

If something did happen to Audrey, Amy would be all on her own and wouldn't know how to get to the Doctor. Even if Audrey sent a copy of the ship's map to Amy's communicator, Amy wouldn't be able to look at it in order to get there. As if they were on the same wavelength, the Doctor spoke up.

"Turn on the spot," The Doctor directed.

"Sorry, what?" Amy asked.

"Just do it. Turn on the spot," The Doctor repeated. "When the communicator sounds like my screwdriver, that means you're facing the right way. If you lose Audrey, follow that sound. But, girls, you have to start moving now. There's Time Energy spilling out of that crack, and you have to stay ahead of it."

"What're we going to do about the Angels?" Audrey asked.

"I'm sorry, I really am, but the Angels can only kill you," The Doctor said. His words struck a foreboding chord with both of the girls. They had already pieced together that anything that scared an Angel was pretty dangerous, but what did he mean all the Angels could do was kill them? What was worse than that?

"What's the Time Energy do?" Amy questioned.

"Just keep moving!" The Doctor shouted.

"Doctor!" Audrey growled out in irritation, "What does it do?"

"If the Time Energy catches up with you, you'll never have been born. It will erase every moment of your existence. You will never have lived at all," The Doctor snapped.

Suddenly, the desperation in the Doctor's voice took on a new meaning. He wasn't just urging them along because it was dangerous. It was more than that. Audrey knew he was thinking about each of their lives and, in Audrey's case, how many centuries she was supposed to live out with him. She knew it must've felt like hell being on the other side of the ship, feeling helpless to save them, and knowing they were facing such a grave danger on their own. It was exactly what she had felt when she watched the older version of the Doctor walk away from her.

"Okay," Audrey replied weakly, "Okay."

"Now," The Doctor began harshly before trying to reign his emotions and appear calmer for their sake, "Audrey, don't let Amy open her eyes and make sure you two keep moving."

It was silent on the Doctor's end for a moment. Audrey wasted no time leading Amy in the direction of the Primary Flight Deck. One hand was interlocked tightly with Amy's and the other was using her map to lead the way.

"Girls, listen to me," The Doctor's voice came back after a minute, "I'm sending a bit of software to your communicator. It's a proximity detector, it'll beep if there's something in your way. You just maneuver till the beeping stops because, Amy, this is important. The forest is full of Angels. Audrey might be able to see them, but you can't and they will be able to sense that. You're going to have to walk like you can see."

The Doctor let out a sigh that told them he was aware of just how ridiculous and hopeless this all sounded. It hardly matter much though, because Audrey didn't plan on letting Amy out of arm's reach.

"Well, what you mean?" Amy asked.

"Look, just keep moving," The Doctor replied and he was gone again.

A few minutes passed with the two of them stumbling along the darkening forest and anticipating an Angel at every corner. There was no word from the Doctor and neither of the girls could find anything to say, so they walked in silence for the most part.

All of the sudden, the lights overhead went out. When they came back on again, they were surrounded by Angels on every side. One of the Angels had a hand outstretched and it was only inches from touching Audrey's forehead. She focused her stare on that Angel in specific, feeling herself holding her breath as she waited for one of the other Angels to attack.

"What's that?" Amy questioned as a beeping noise sounded from the communicator.

"It's a warning. There are Angels round you now," The Doctor said.

Audrey cleared her throat, "Yeah. All around us."

In the Primary Flight Deck, the Doctor lowered his head into his hands and River snuck glances at him every now and then.

"Audrey, listen to me," The Doctor started soothingly, "This is going to be hard but I know you can do it. The Angels are scared and running, and right now they're not that interested in you. They'll assume both of you can see them and their instincts will kick in. All you've got to do is walk like you can see and make sure Amy doesn't open her eyes."

The sound of ruffling could be heard through the Doctor's communicator. It sounded like Audrey was guiding Amy through the maze of Angels around them but he couldn't be sure.

"Doctor," Audrey said. The crack in her voice when she said his name made a shiver run down his spine, but nothing could compare to the feeling he felt at the next words that came out of her mouth, "I'm scared."

River couldn't conceal her surprise. Her eyes darted over to the communicator and then to the Doctor, silently asking if she had heard Audrey correctly. When the color drained out of the Doctor's face, she knew that she had.

His hands curled in on themselves, nails leaving sharp imprints on the delicate skin of his palms. He had taken these two bright young women, promised to show them the stars, and shown them pain and fear instead. Audrey, a woman who never let anyone see her break, was out there, afraid and in danger, because _he_ had failed her.

"I know, I know. I'm so sorry. I shouldn't have left you there, but you have to keep moving."

Audrey took a deep breath to collect herself before releasing the button the communicator that allowed the Doctor to hear her. When she was sure he couldn't, she raised her voice so that Amy could hear her.

"Amy, I'm going to watch them and you're going to take the communicator and get to the Primary Flight Deck," Audrey instructed. It was a tiny miracle that she had managed to keep her voice steady and calm when she felt like her emotions were clawing at her throat to escape.

"The Time Energy will get you-"

"No, it won't. I'll leave before that happens. Just go," Audrey said.

What she meant was: _I know. It's okay, it's worth it to me. Please, just get there safely._

She hadn't planned on letting Amy out of her sight, but she knew there was no way these Angels would let them walk away. Audrey couldn't do much, but she could watch them long enough to make sure Amy got to safety.

Amy nodded, knowing there was no arguing with Audrey, and began to thread her way through the Angels, using the communicator's beeps as a guide. Audrey fought every instinct in her body that was telling her to watch Amy and make sure she got away safely, instead she focused every last bit of her attention on the Angel in front of her.

Finally, Amy moved so far away that Audrey couldn't hear her footsteps anymore. She was almost positive that, had she looked, Amy would've been out of sight as well.

The relief of the moment, however, only lasted so long. From behind her, Audrey began to hear to sound of grinding stone and she knew it was an Angel behind her. With a gulp and a fleeting prayer to whatever higher power there could be, Audrey closed her eyes and waited for the cold embrace of the Weeping Angel.


	27. Flesh and Stone - Part 3

Hello, my lovelies. Finally, the end of the Byzantium episodes! I'm so excited to be done with these at last because, lemme tell ya, they were seriously kicking my ass. They were very fun to write though and I hope you guys have enjoyed them. Anyways, I hope you have a nice day and enjoy this next chapter!

P.S - I have another question waiting at the end for you guys :)

 **Replies to Comments:**

 **PrincessMagic:** I LOVE your profile picture! Also, thank you! I'm glad you like Eleven and Audrey, I think Eleven might be my favorite Doctor to write Audrey with because they kinda balance each other out. He uses humor and his childlike attitude to hide his darkness and Audrey uses her flirtatious/don't give a damn attitude to hide hers, but they are both capable of seeing past each other's fronts and balancing each other out. Hope you have a nice day and enjoy this chapter!

 **Pastel-Potatoes:** I'm glad to be back! Writing this fan fiction brings me a lot of happiness, so it feels nice to be back and to be sharing these chapters with you all. I'm also a big sucker for character development and I'm having so much fun fleshing out Audrey's character and giving little hints at her background and showing different sides of her, so I'm glad that you like it! And you're right it's definitely not a good thing when Audrey's scared lol. Hope you have a nice day and enjoy this chapter!

 **Fakira:** AHHHH I'M BACK! and yes CLIFFHANGER! Thank you for the encouragement, you're very kind. Hope you have a nice day too and enjoy this chapter!

 **Nearlyheadlesspotter:** Thank you! I'm glad you like it. Hope you have a nice day and enjoy this chapter!

* * *

Amy hadn't made it far after she left Audrey. Then again, she was walking through a forest with her eyes closed, so she hadn't expected it to be easy. The communicator began beeping wildly, signaling that there were more Angels in the vicinity and the noise took Amy by surprise. She stumbled over a tree root and toppled to the floor, the communicator flying out of her hand.

"Doctor?" Amy called out, brushing her hands through the dirt wildly to find the device, "I can't find the communicator. I dropped it. I can't find it, Doctor. Doctor!"

Even with her eyes closed, Amy could sense the change in brightness when she was engulfed in a bright light. She fell forward and was met with the strong embrace of someone's arms. Thinking it was a Weeping Angels, she flailed momentarily until the person spoke up.

"Don't open your eyes. You're on the Flight Deck. The Doctor's here. I teleported you," River told her before smugly addressing the Doctor, "See? Told you I could get it working."

The Doctor didn't care about bragging rights for once, there was only one thing on his mind.

"Where's Audrey?"

Amy's face turned panicked, "She made me leave her. She said she'd get out before the Time Energy got her."

"No, no, no. River!" The Doctor exclaimed, quickly rounding the console until he was standing at the teleport.

"Already on it," River stated as she punched something into the machine.

A few seconds later, the outline of Audrey's figure emerged from the bright light and the girl fell through and into River's arms. Her eyes shot open, looking around the room frantically, before relaxing when she saw the curly-haired woman smiling down at her.

"River Song," Audrey sighed, "Have I ever told you how absolutely brilliant you are?"

River winked, "You've mentioned it once or twice."

Audrey pulled herself out of the other woman's arms to rake a hand through her hair. If River noticed how badly she was shaking, she didn't mention it.

The Doctor took long strides in her direction and pulled Audrey into a tight embrace. With one arm wrapped around her waist and the other wrapped around her shoulder, Audrey was reminded of the desperate way the other Doctor had grabbed her. All the emotions she had felt when watching him leave flooded back to her and she shuddered. The Doctor seemed to attribute the tremor to fear and tried to pull away to get a look at her face. Audrey didn't let him, though. She fisted her hands in the fabric of his shirt, holding him as close to her as she possibly could.

 _Don't let go just yet. Please._

"Are you okay?" He murmured into her shoulder, trying to keep his voice low enough so that the words stayed just between them. Audrey, reminded of the fact that they had an audience, pulled away.

"Course I am," She responded, feeling sheepish now, "Look, about that bit back there in the forest, I'm sorry. I was just being stupid."

As he realized that she meant what she had told him over the communicator about being scared, he shook his head firmly.

"No, I never should have left you there, either of you."

"It was my decision," Audrey brushed off, "Stop blaming yourself for everything, it's not healthy."

"I learned it from you."

"Well, don't you know, Doctor? I'm a bad influence."

Overhead, an alarm began blaring throughout the room. It was so loud and shrill that it was enough to draw their attention from each other. Audrey winced, hands instinctively moving to cover her ears.

River rolled her eyes, "You two can flirt later. What's that alarm?"

The Doctor's eyes went wide, "The Angels are draining the last of the ship's power, which means the shield's going to release."

As if on command, the bulkhead separating them from the forest outside the flight deck began to shift and let out a hissing noise. The Doctor moved forward so that he was standing between them and whatever could be waiting on the other side. To an outsider, his posture would seem casual, if not a bit afraid, but Audrey could see how defensive he was being. She knew that he already felt guilty enough for leaving her and Amy behind, something that was only heightened when she had given in and confessed her fears to him. Now, the Doctor was willing to face anything head on just to make sure they'd all be safe.

When the bulkhead lifted completely, it revealed dozens of Angels gathered on the edge of the forest. Audrey had been expecting this, so she stared ahead unblinkingly and tried to suppress the shudder that ran down her spine.

"Angel Bob, I presume," The Doctor said to the Angel leading the pack.

"The Time Field is coming. It will destroy our reality," Angel Bob replied. What was more unnerving, the fact that they spoke with a dead man's voice, or the fact that the Angel itself didn't change at all when speaking?

"Yeah, and look at you all, running away," The Doctor retorted, "What can I do for you?"

"There is a rupture in time. The Angels calculate that if you or the Guardian throw yourselves into it, it will close, and they will be saved."

 _The Guardian._

It was the second time that she had heard the Angels use that term. She didn't know why they used that title or where it came from, but she knew they had to be talking about her. There wasn't any other time that she could recall where someone referred to her by such a name, but it seemed familiar in a way. Like the whisperings of a dream that pulled at her mind, asking her to remember but not giving her enough information. Audrey was curious about many of the things she didn't yet know, particularly this new title she had acquired, but she was more concerned with this so-called rupture in time and why the Angels would want her to throw herself into it.

Whatever it was, or whatever throwing yourself into it caused, Audrey knew it couldn't be good. The Doctor grit his teeth when the Angels mentioned her, but didn't acknowledge it, which meant it was probably dangerous. The Doctor would never put his own safety above Audrey's, she knew she was too important to him for him to even consider doing such a thing.

"Yeah, yeah, yeah. Could do, I could do that. But why?"

"Your friends would also be saved," Angel Bob reminded him.

"Well, there is that," The Doctor said, a small smile pulling at the corners of his lips. Audrey couldn't tell if he was seriously considering the idea or not, which made her stomach turn with uneasiness.

"Let me do it, Doctor," Audrey tried to reason, not even fully understanding what she was committing to doing.

From what she gathered, it would save them and if she didn't do it, the Doctor would, and he would most likely die. That's all she needed to know really. The universe needed the Doctor, more than it needed her, and if she could do something to ensure his safety, she'd do it a thousand times over, regardless of the consequences.

"You're more important than I am," Audrey continued as she tried to get him to see the sense in what she was saying, "You save people and planets and the universe _needs_ that. You can't die here."

Before the Doctor could open his mouth to argue, which Audrey knew was coming, someone else was quick to step up to the plate and refuse.

"No," River said firmly as she stood behind the Doctor and Audrey, "I've travelled in time. I'm a complicated space time event too. Throw me in."

Audrey shook her head, ready to offer another argument. Right there, in that moment, everything was stripped away. They were no longer the woman from Stormcage or the pair that saved the universe, they were just three people who cared about each other more than their own lives. Friends, maybe more, who the times lines had screwed over and who were willing to die for each other.

"Oh, be serious. Compared to either one of us, these Angels are more complicated than you, and it would take every one of them to amount to us, so get a grip," The Doctor said.

"Doctor, I won't let you do this!" River exclaimed.

"No, seriously, get a grip," The Doctor insisted.

"You can't die here!" Audrey yelled.

"No, I mean it. Girls, get a grip," The Doctor instructed, forcibly putting one of Audrey's hands on a railing along the console and squeezing her fingers until they wrapped around the metal bar. She glanced down at her hand and then back up at him, her mind working quickly to piece together whatever plan he must've concocted in that head of his.

"Oh, you genius," River murmured while Audrey gave a disbelieving laugh. They had both come to the same conclusion at the same time.

The Doctor smiled proudly at their praise. River moved back to Amy, helping her get a good grip on the console since she couldn't use her sight to guide her.

"You hold on tight and don't you let go for anything," River whispered to Amy.

"Sir, the Angels need you to sacrifice yourself now," Angel Bob said.

"Thing is, Bob, the Angels are draining all the power from this ship. Every last bit of it. And you know what? I think they've forgotten where they're standing. I think they've forgotten the gravity of the situation. Or to put it another way, Angels…"

Another alarm sounded from the console, alerting them all the ship's gravity was failing. If the Angels had expressions, Audrey was sure that realization would have dawned on them at this moment and a mixture of surprise and fear would've taken over their faces. The Doctor latched onto the same bar that Audrey was holding, their hands just barely brushing against each other, and gave the Angels a grin.

"Night, night."

All three pairs of feet were lifted off the ground as the ship's gravity failed. They held on tightly to whatever they had grabbed beforehand and concentrated on remaining strong enough to hold themselves.

Audrey craned her head over her shoulder to watch as the Angels fell through the air and towards the glowing crack. It put a strain on her neck to stay in this position and the brightness of the light burned her eyes, but she ignored it. She wanted to watch as every last Angel fell through that crack, she wanted to watch them disappear and imagine they were taking all of the fear she felt with them.

The satisfaction she felt when they were all out of sight and the crack snapped shut was unparalleled.

* * *

Dawn had arrived once they had made it out of the ship and back to the beach where the TARDIS had landed. Waves crashed over the sand, filling the air with that soothing sound that reminded Audrey of home, at least the home she had in her old universe. It was so peaceful out here, it almost seemed impossible that the events that had just occurred had only been a short distance from here, inside the temple.

"Ah," Amy groaned, wrapping herself tighter in the blanket hanging around her shoulders, "Bruised everywhere."

The Doctor nodded, "Me too."

Amy glared, "You didn't have to climb out with your eyes shut."

"Neither did you," Audrey laughed, "We kept telling you that the Angel in your memory never existed, but you were too stubborn to listen."

"Then why do I remember it all? Amy asked, "Those guys on the ship didn't remember each other."

"You're a time traveler now, Amy. It changes the way you see the universe, forever. Good, isn't it?" The Doctor said, smiling. He managed to drag a small giggle out of Amy with his antics, which had been his intended goal. Audrey smiled at him, fond of the way he always tried to make their companions feel better after a tough adventure, even when the events had taken a toll on him as well.

"And the crack, is that gone too?" Amy asked, hopefully.

"Yeah…" The Doctor said, "For now. But the explosion that caused it is still happening. Somewhere out there, somewhere in time."

Audrey's eyes drifted over time when he said that last sentence. That explosion wasn't the only thing happening somewhere out there. Sure, the adventure was over and even the fear the Angels had inspired had faded, but Audrey still had to face the _other_ events that had happened. Another Doctor had visited her, had confessed there was a terrible danger to be faced, and had left her with a _goodbye._ Somewhere out there, somewhere in time.

The Doctor held a hand out to Audrey, effectively cutting off her thoughts. She took it carefully, trying not to let her worrying seep into her facial expressions, and let the Doctor lead her down the beach to where River was waiting for them.

More Clerics had shown up to retrieve her, a few of them flanking her on each side as if she might try to make a run for it. At first, she didn't look at the Doctor and Audrey when they approached, but when she did, she smirked.

"The three of us and handcuffs," River sighed, holding up her bound hands, "Must it always end this way?"

"Can't say I would mind if it did," Audrey responded slyly, and River tilted her head back in laughter.

"What now?" The Doctor asked.

"The prison ship's in orbit. They'll beam me up any second. I might have done enough to earn a pardon this time. We'll see."

The smile faded from the Doctor's face and was replaced with a serious expression, "Octavian said you killed a man."

Shock colored Audrey's face and her head swiveled around to stare at River before she could hold herself back. River didn't look over at her or let her expression give anything away, instead she remained steadily fixated on the Doctor.

She nodded, "Yes, I did."

"A good man."

"A very good man. The best man I've ever known."

Vague as they were, River's words managed to confirm exactly what they were both thinking while simultaneously leaving them with more questions than answers. It was clear that Audrey and the Doctor both suspected River of killing the Doctor, which she did not outright deny, but it didn't seem right. Audrey remembered the passionate way that River spoke to Octavian about keeping him alive, how familiar she treated them both, and how ready she had been to die in their place. Now, Audrey was seeing those actions in a new light. Could those have been the actions of a guilty conscience trying to repent for past sins? Yet, Audrey knew in her gut that she could trust River. It was the same gut feeling that she used as a guideline for trusting the Doctor and their companions.

"Who?" The Doctor questioned, unable to resist.

"It's a long story, Doctor. It can't be told, it had to be lived," River responded, "No speak previews. Well, except for this one. You'll see me again quite soon, when the Pandorica opens. I'm afraid I don't know when it's going to be for you, Audrey."

"The Pandorica," The Doctor scoffed, "That's a fairytale."

"Oh, Doctor, aren't we all?"

Finally, River looked over to Audrey. Whatever reaction the other woman was expecting from her, Audrey was sure it wasn't for her to at her warmly. She trusted her instincts and if those instincts said that River Song didn't intend to harm either of them, that's all she needed. Still, there was an underlying message in her smile, one that promised to rain down the fires of hell upon River if those intentions ever changed. From the way River nodded, Audrey knew the message was received loud and clear.

"I'll see you there," River said.

"Looking forward to it, Curly," Audrey replied.

"I remember it well."

Amy moved from her seat and stood by River to wish her goodbye. The two of them shared a smile as the Doctor and Audrey watched from the sidelines. River's handcuffs gave a beep, signaling that the ship was in orbit and ready to collect her.

River straightened, "Oh, I think that's my ride."

"Can we trust you, River Song?" The Doctor called out to her before she left.

"If you like," River laughed, "But where's the fun in that?"

In the same fashion as the clerics had arrived, River was swept away with a swirl if sand, leaving the three others staring at the place that she had once been.

"What are you thinking?" Amy asked when she noticed that the Doctor and Audrey were both caught up in their thoughts.

"That time can be rewritten."

* * *

After making their way back to the TARDIS, Audrey had secluded herself from the others. It wasn't personal, it was just that she needed to absorb the events that had transpired and find a way to work through them. She needed time to accept the fact that she couldn't do anything to help the Doctor had visited her in the forest and it was hard to try moving past that when it was all she could think about every time this Doctor looked at her.

She retreated into the TARDIS kitchen, going through the process of preparing herself a cup of coffee. She knew that the caffeine would help clear her mind. Not to mention, the process of making it was calming in and of itself. Or, at least it _would_ be calming if the TARDIS wasn't so insistent on checking up on Audrey. It was like the ship knew exactly what was running through her head or could sense whenever Audrey was feeling upset.

"I'm _fine,_ Lovely," Audrey insisted as she spooned coffee grounds out of their container.

A beep sounded from somewhere in the room. It was a simple sound, yet it managed to convey more emotion in it than most humans could express with a whole paragraph of words. There was worry about whether or not Audrey was okay, and then annoyance that she wouldn't admit that something was wrong. When Audrey didn't answer, another beep sounded, it's message loud and clear.

"Yes, I'm sure."

Minutes passed by without an answer. Audrey risked it, looking up at the ceiling of the kitchen almost as if she was asking the TARDIS if the conversation was over. Just when she thought she had won, Audrey caught sight of the Doctor lingering unsurely in the doorway.

"Yes?" Audrey sighed. She already knew why he was here.

"Oh, er…" The Doctor's hands waved at his sides as he tried to come up with an excuse for being there, "Amy says she has something to show us. You coming?"

Audrey rolls her eyes, "The TARDIS sent you to check on me, didn't she?"

"I may or may not have gotten a message on the console saying you were upset and that you were in the kitchen."

Audrey aimed a glare at the ceiling.

"You're a traitor and I hate you," Audrey told the TARDIS halfheartedly. A beep that sounded more like a huff of irritation rang out in response.

"So…" The Doctor trailed off awkwardly as Audrey turned her back to him and continued making her coffee. "Are you alright?"

"I'm fine," Audrey assured him without turning around. She was afraid that if she faced him, if she looked into those eyes that were simultaneously the same and so very different from the eyes of the other Doctor, she would lose her composure.

Now that they were out of danger, Audrey didn't have something to distract her from thinking about the encounter with the other Doctor. It was the only thing on her mind and she couldn't move past it as hard as she tried. She was secretly praying that she was pulled away to whatever moment in time he came from, just so that she could put her worried thoughts at ease and know that, even if it was life-threatening, they could face it together.

"Will you please look at me?" The Doctor asked, moving so that he was leaning against the counter next to her. Audrey turned her head in his direction, but fixed her gaze on the wall behind him, " _Audrey."_

She sighed and moved her eyes back to him, "Happy?"

"I will be when you tell me what's bothering you."

"I'm just…shaken up is all," Audrey said, carefully wording her sentence so she wouldn't give anything away. The Doctor couldn't know about her encounter with his older self. She knew that him interacting with his past was already risky enough, she couldn't chance letting this version know about it.

Luckily for her, the Doctor assumed she meant shaken up from the Angels. He pressed his lips together in a tight line as he took her hands in his, holding them close to his chest.

"I shouldn't have left you out there," The Doctor murmured. This time, he was the one avoiding her eyes. Audrey realized that he was still feeling guilty for what had happened on the ship.

"Stop," Audrey said, giving his hands a squeeze so he'd look up at her, "Stop blaming yourself. It's over now."

For what it was worth, it looked like he was about to agree to stop blaming himself. Audrey didn't get the chance to found out, however, because she started to get that familiar glow that told her it was time to leave.

"Looks like whatever Amy wanted to show us will have to wait," The Doctor said.

Audrey shrugged, "I guess so."

"Goodbye, Audrey," The Doctor responded.

He had moved to let go of her hands, but his words caused Audrey to latch onto him even tighter out of habit. Her mind was echoing with the sound of the other Doctor saying those exact words. She realized what she had done a few seconds later when she saw the concerned look the Doctor was sending her. Reluctantly, she let go of his hands.

"Don't say that," Audrey said quietly, trying to smile at him to ease his worries, "I'll-…I'll see you soon, Alienboy."

She didn't have the time to hear his reply before she had been taken away to somewhere else, to another version of him.

* * *

Question Time: Which character, if any, do you look forward to Audrey meeting? And what do you think their friendship/relationship would be like?


	28. Guilt and Exit Wounds

Hey lovelies! I'm back, again. I know I keep going MIA on you all, so I'm sorry about that, I've just had so much going on. I really appreciate you guys that have stuck with me, though! Your comments really brighten up my day and knowing that people enjoy reading this story as much as I enjoy writing it really motivates me to write, so thank you for your kind words :) This chapter is a little different from what I promised you, it's not 'The Lazarus Experiment', but Audrey had been through a lot and I thought this bridge chapter between the two episodes would help develop that bit of the story a little bit, so I hope you enjoy. Don't worry, the next chapter is already written and will be out in a few days/towards the end of the week. Also, there's another question at the end of the chapter! I'm going to stop rambling now and get to the part you guys came here for lol. But first...

 **Replies to Comments:**

 **PrincessMagic** : Thank you! Hope you have a great day and enjoy this next chapter!

 **Pastel-Potatoes** : Ooo! Jack is a good one. I don't want to give too much away, but I _will_ say that I've written the first chapter with him in it and that it's coming up _very_ soon. As far as the 'calm before the storm' theory goes, I will say that there is a certain episode looming in the near future that may have serious consequences for Audrey and effect her attitude/relationship with other characters. Also, in regards to the name, it sounds like you're just destined to be the next DW companion lol, Pastel-Potatoes and Thirteen to the rescue! With Love, HaleyLynn. (Not gonna lie, I geeked out a bit when I saw that you used this joke).

 **Guest** : Okay but like even before you told me this comment was you I read it in your voice lol. Like, it just sounds like you? Idk man. Anyways, I'm glad you liked it. Audrey's kinda dark herself, so watching the Angels fall through the crack just seemed appropriate. She's the type of person to want her enemies to suffer, unlike the Doctor (which might cause some problems in the future). And yay Rivdrey. I mean you already know this because you listen to me rant about them at three in the morning over the phone but I love them? Rivdrey Docdrey honestly.

 **Fakira:** cLARA! I love Clara so much, I don't understand how people don't like her. I love her character development and her flaws and just Clara Oswald, man. I love Clara. Audrey and Clara are definitely going to have an interesting relationship. They are similar in a lot of way, which I think will cause them to be close, but Audrey will not fail to pull Clara back in when she starts trying to be the Doctor. And, yeah, Audrey's definitely had it rough the last couple of chapters, hasn't she? I feel like I need to write her a chapter about vacationing on some beautiful island or something just to make it up to her. Merry spring!

 **bored411:** I'm glad you enjoyed them! And twelve is a good one, I think you're right, they're kinda opposites in a way, but I will say that Twelve is one of my favorite Doctors and (without trying to spoil it too much) that Twelve and Audrey have a very different dynamic than any of the other Doctors in the story. And Jack! I love Jack and he and Audrey are going to be fun to write together because they're just both so similar. And the Master/Missy! I'm so, so, so excited to get to the chapters with them because I have them planned out and I'm so excited to explore the dynamic between them and Audrey. Hope you have a great day and enjoy this next chapter!

* * *

Machines lined the narrow corridor, making it feel ten times smaller than it actually was. The metal surfaces only served to amplify any and all noise. If it weren't for the mechanical whirring noises that filled the space, Audrey was sure that her footsteps would have echoed loud enough to alert everyone within ten miles of her presence.

She and the Tenth Doctor had found themselves on some space ship in some galaxy she didn't know the name of, trying to stop a heinous plot devised by someone with a twisted sense of right and wrong. To be honest, the details started to blur together in Audrey's mind once this had become a typical Tuesday night for her.

"I think it's this way," Audrey whispered to the Doctor, indicating for them to head right. She had downloaded a map of the ship from one of the many computers they'd passed by and was now using her sonic screwdriver to project an image of it for them to follow.

The Doctor nodded and followed her around the corner. They found themselves in another corridor identical to the first, which meant it was going to be hellish trying to find their way back to the TARDIS when everything looked exactly the same. Still, Audrey couldn't think about that yet. They still needed to find what they came here for.

"Over there," The Doctor pointed.

There was a set of double doors around the corner, along with a computer system tucked away into an alcove directly next to it. The Doctor and Audrey pressed themselves against the wall, so they wouldn't be seen through the windows of the door. Although they couldn't see inside, they both knew what was on the other side.

Through those doors was the control hub for all of the weapons of the ship. The Captain planned to use them to wage war on the planet below them and force its inhabitants to give him control over their natural resources, so he could profit off of them. The planet's leader had already informed the Captain that they would not be relinquishing their control without a fight, which led them to the situation they were in now. A stalemate between the Captain and the planet, where they were given only 12 hours to surrender or else they'd be killed, and the resources would be taken by force.

The Doctor and Audrey's plan was to destroy the ship's fire power, forcing them to back down from attacking and hopefully buy the planet some time to come up with a plan to defend themselves. But first, they had to get through the guard stationed in the control room and manage to make it out alive once the Captain had realized what they had done.

They quickly moved passed the door and to the computer on the other side.

"Here we go," The Doctor said as he used his sonic on the computer. The screen glitched for a moment, showing nothing but static until it suddenly flickered back to life and showed the Doctor several different options.

"It worked," Audrey breathed in relief. "Now, how do we stop them from figuring out we're here once we get into the control room?"

"We can't, but this computer here should be able to control all entrances to this section, which means we'll be able to stop them from reaching us. One of us is going to have to stay behind to override the system and keep them closed while the other person dismantles the weapons."

"I'm sensing there's bad news coming."

"Bad news…" The Doctor trailed off, pointing to a door in the control room on Audrey's map. "That door is controlled solely by the Captain's personal computer, meaning that if we don't get this done fast enough, the person dismantling the weapons is going to get an unpleasant visit from the Captain himself."

"I'll be quick, in and out. The Captain won't even have time to send them after us," Audrey replied.

The Doctor's eyes widened, "You can't go in there alone."

"You just said someone has to stay out here to override the controls to the doors," Audrey pointed out.

Audrey knew the Doctor wasn't going to agree to her being the one to go in there. If there was ever a choice between the two of them, he always chose himself to be the one at risk. Most of the time it was the right choice because, as much as Audrey hated to admit it, she wasn't as prepared for these adventures as her future selves where, she didn't know as much as they did and that meant it was usually the Doctor risking his life instead of her.

Except, ever since the Byzantium, when she saw the future Doctor looking so hopeless and knowing that he was returning to his own time to fight some great evil she wasn't there to face, she couldn't just let him throw himself into danger anymore. It'd been a week since that adventure with the Eleventh Doctor and ever since then she'd been pouring over books in the TARDIS library and practicing with the Doctor. She wanted to know everything she could so that she was prepared on their adventures, prepared enough to make sure no harm came to the Doctor while she was there.

"It'll be easy. We've practiced stuff like this a billion times back on the TARDIS," Audrey insisted. She tried to wave off any concerns the Doctor had without giving why she was really doing this.

The Doctor open and closed his mouth several times, trying to find an answer. Eventually he settled with saying, "That's different."

"Are you saying that I'm not capable?" Audrey asked, raising one eyebrow.

"I'm saying that it's _dangerous_."

 _I know,_ Audrey thought to herself, _that's why I can't let you do this._

Whatever happened, she couldn't bear the thought of putting the Doctor in danger. Every time she looked at him she saw the Doctor from the Byzantium staring back at her. It didn't matter if they had the same face, they had the same eyes. Sure, Ten's were a bit younger, but the expression in them was the same; every Doctor she'd met thus far had the same look of adventure and mischief in their eyes. She couldn't look at him without feeling the overwhelming amount of fear that one day she was going to lose him. And, she might not be able to control what was going to happen in the future, but she could control what was going to happen right now.

"Everything is dangerous," Audrey replied.

The Doctor scoffed, "That's a terrible argument."

"It's a good thing we're not going to argue about it, then, isn't it?"

Without giving him a moment to respond, Audrey ducked out of the alcove and used the keypad by the door to open it. She heard the Doctor let out a quiet hiss of her name, but the doors had already opened, so he had no other choice then to accept that she was going to be the one to go in.

The two guards in the room hadn't been alerted to Audrey's presence yet, despite having heard the door to the room open. Audrey took advantage of their obliviousness to survey the room. The panel she needed to reach was directly in front of them, which meant there was no other choice than to go through them. The other entrance that the Doctor had been worried about was to her left.

Audrey snuck a look behind her to see the Doctor peeking through the window to the room. She shot him a look and shooed him away with her hand, indicating that she had it under control. Right now, him handling the doors was more important than making sure she was alright. Once he had relented and disappeared from sight, Audrey stepped towards the two guards who were watching a group of screens that displayed surveillance footage from all over the ship.

"So, guys, what're we watching?" Audrey asked loudly.

The guards, one man and one woman, turned their heads to see Audrey, who was leaning against the desk next to them with her chin in her palm. Chuckling at their surprised expressions, Audrey raised her other hand to give them a wave of her fingers.

"Should I have called ahead?" Audrey laughed.

The woman reached out for a button on the control panel that would sound the alarm, but Audrey was quicker than she was. She grabbed the woman's arm, twisting it behind her back.

"Made a reservation, perhaps?" Audrey continued. Besides being slightly out of breath from the quick movement, Audrey hardly seemed bothered by the conflict at all.

Sensing the other guard behind her, Audrey twisted her body enough to aim a kick to the side, hitting the man directly in the groin. He let out a groan of discomfort and fell to his knees. Audrey used her grip on the other woman to pull her backwards and then slam her head directly into the metal panel in front of them. The woman's head lolled to the side as she was knocked unconscious.

The male guard staggered to his feet. Audrey looked over her shoulder at him before whirling around and throwing the deadweight of the unconscious woman at him. He fell backwards, hitting his head on a corner of the panel as he went. Blearily, he blinked up at her from the floor. With one more well-placed blow, he was knocked out just like his partner.

"Tsk, tsk. Napping on the job," Audrey shook her head.

 _Now, it was time for the real work_ , Audrey thought to herself.

Six surveillance screens were hanging on the wall in front of her, but with one scan of her sonic screwdriver they changed to display the information that she would need. The problem was picking out the relevant information from everything else.

Suddenly, the main lights shut off and red flashing lights took their place. A blaring siren rang out through the room and if Audrey had to hazard a guess, she would say she knew the reason for those alarms.

"They know we're here. We need to hurry," The Doctor shouted from the hallway.

"I'm almost done," Audrey replied, typing something into the computer. She tried not to look at the door, knowing that it was more important to focus on doing what she needed to, but the idea that someone could burst in at any moment was distracting.

"The doors are all sealed, but they'll only stay that way for three more minutes before the computer systems reset themselves and reroute the power back to the Captain's deck."

"I've got it!" Audrey cried out in victory. She'd successfully managed to connect every self-destruct mechanism from each weapon to each other and then wire those controls to her sonic. One pulse from her sonic screwdriver and all of the ships major weapon systems would be destroyed.

She would be able to set off the self-destruction signal from the TARDIS once they were safely inside, so she wasted no more time in rushing out into the hallway where the Doctor was waiting for her.

"You enjoyed that too much," The Doctor said, referring to her brief fight with the guards.

"Perhaps," Audrey considered with a sly smirk. "But I got the job done, didn't I? And without causing any of them serious harm. Well, okay… not _permanent_ serious harm."

The Doctor rolled his eyes and tried not to let her see the fond smile pulling at the corners of his lips, "Come on, we don't have long."

In the same moment that they began running, the door from the control room burst open and several guards rushed after them. The sound of gunfire followed them through the hallways. Audrey grabbed onto the Doctor's hand as they rounded a corner. Luckily, there were no doors (only open corridors) between them and the TARDIS, so they had a straight shot all the way back to safety, as long as they could outrun all the others.

They were doing well, even managing to avoid all the gunfire that was ricocheting off the walls, until they reached where the TARDIS was parked. Audrey had stumbled over her feet, which caused their hands to break apart. It was insignificant at the time, neither of them paid it much attention, and the Doctor ran a few steps in front of her. The Doctor was the first one to reach the door, opening it quickly as he turned to usher Audrey in.

Over his shoulder, Audrey saw the door at the end of the corridor open. It seemed that their time had run out and the computers had reset. The doors pulled back to reveal a group of guards that were ready and had already aimed their guns at the Doctor, who still had his back turned to them. Audrey's eyes went wide as she lunged across the few extra steps between her and the Doctor and shoved him into the TARDIS.

She managed to get him into the ship safely a split second before the guards fired but was not quick enough to move herself out of the way. She heard the shot before she felt it strike her skin.

"Audrey!" The Doctor shouted when he saw her fall in the doorway of the TARDIS, clutching her shoulder.

Pain bloomed from the wound on her shoulder and all the way down her arm. Audrey's vision swam as she tried her best to suppress cries of pain. Despite the pain, she was incredibly aware of the vulnerable situation they were in with the door to the TARDIS open and guards hurrying after them.

Audrey mustered her remaining bit of strength to find her sonic screwdriver and activate the button that would self-destruct all of the ship's weapon systems. She knew there would only be a small delay before explosions took over this section of the ship. Audrey rolled onto her side, biting her lip to hide the whimper that broke free from her throat, and used her foot to kick the door shut with a loud slam.

"Sorry, lovely," Audrey mumbled weakly to the TARDIS for the aggressive action.

The last thing she heard before she passed out was the TARDIS making a worried beeping noise and the Doctor calling out her name.

* * *

A part of Audrey didn't want to wake up.

She knew that once she woke up, she'd have to deal with the consequences of what had happened. First, there was making sure that they had indeed been able to pull of their plan and save the planet from impending tyranny. Then, there was the fact that she was absolutely certain the Doctor was going to be angry with her for taking a literal bullet for him. And, also, of course, dealing with the bullet wound itself.

Except, once those fleeting thoughts entered Audrey's mind, she knew there was no pretending to be asleep. Her mind slowly started up again, getting its gears going as thoughts filtered in at a rapid speed. Suddenly, she was hyper aware of the feeling over her clothing on her skin and the sounds of the TARDIS Medbay in the background.

Audrey heard someone mumbling to themselves at her bedside. She mustered up a small amount of strength to turn her head in the direction of the Doctor's voice and crack open her eyes.

He looked like he had been running his hands through his hair, making it messier than it usually was. His hands were folded underneath his chin, supporting his face as he stared unseeingly at the wall opposite from him. Audrey shifted in the bed enough so that she could reach out with her good arm and lay one of her hands over his. The Doctor's eyes shot to her in an instant while his fingers curled around hers.

"Audrey," The Doctor breathed in relief.

Audrey managed to shoot him a weak smile. It still surprised just how weak she felt, but she figured that had more to do with lying in a bed for however long she had been here than it did the actual wound.

"Did we save them?" Audrey croaked, her voice raspy from the lack of use.

The Doctor opened his mouth like he was ready to say something, but he thought better of it and shut it just as quickly. Instead, he settled for simply nodding at her. His eyes roamed over her form in a critical manner. She could tell that he was assessing the situation with that analytical brain of his and trying to ease his own worries by assuring himself that she was really okay.

He cleared his throat, "Do you… er, do you need anything? Some water or-or-"

"I'll be fine, Doctor," Audrey insisted. As an attempt to lighten the mood, she nudged him in the side with a smile and said, "Believe it or not, this isn't my first time being shot."

The Doctor visibly bristled at her comment, moving far enough away from her that he was out of reach. Audrey bit her lip as regret for her words settled in. It had been a poor shot at best to lighten the mood and it was obvious she had only made things worse.

"Well," The Doctor started as he stood up abruptly, "I'm glad you're awake. You should rest for today. I'll come back to change the bandages on your shoulder later. If you need anything… just ask the TARDIS, she'll make sure I know."

"What- Doctor?" Audrey spluttered as she watched the man walk towards the exit. If he heard her calling out to him, he didn't turn around to acknowledge her.

The doors to the TARDIS Medbay closed with a metallic clicking noise, leaving a confused Audrey all alone.

* * *

The universe had a funny way of working. It turned Audrey's whole life upside down, dragging her from one universe to another and changing everything she'd ever known. Yet, that still wasn't enough to satisfy its cruel cosmic sense of humor. Whenever things were going well, Audrey had to accept that she would be pulled away to another point in time before she could really begin to enjoy herself. Likewise, when things were tense between her and a certain Doctor, the universe decided to leave her there for an entire week.

By this time, her shoulder had healed up nicely, but the lasting effects of the incident weren't physical, they were emotional and hung in the air between her and the Doctor no matter where they were. Though, to be fair, her and the Doctor were hardly ever in the same room nowadays. They'd both agreed that it was safer to refrain from going on adventures until Audrey was healed because a shoulder injury like that would only hinder them.

Audrey thought this would be the perfect time to spend some normal one-on-one time with the Doctor because he was her only constant in this life and she hardly knew anything about him. Except, the Doctor had other plans. Every time she entered a room, he made some excuse to leave.

Finally, she'd had enough of the passive aggressive tension and had confronted him in the console room one afternoon. He was peering at something under the console, most likely fixing something that wasn't broken, and didn't hear Audrey come in. When she cleared her throat to alert him to her present, he looked up with an expression that told her he was ready to bolt any moment.

"Spill it," Audrey said, crossing her arms over her chest. "I know you're angry, I would be angry too. So, stop your sulking and just say it."

The Doctor straightened slowly, looking at her in the eye, but controlling his facial expression so that she wouldn't know what he was thinking. Audrey was preparing herself for one of the many responses she expected him to have.

"I know this is about me taking the bullet for you," Audrey began. "So, if you have something to say, say it."

"Why did you do it?"

The Doctor was calm, not that Audrey had expected much different. She hadn't had the displeasure of being on the receiving end of Ten's anger (though she knew it was a scary sight) and she didn't expect him to change that now.

The answer to his question, however, was more difficult than it seemed. She knew that she was being too protective of him over these last few weeks because of what she'd seen on the Byzantium, but she couldn't tell him that. She might not know all the secrets of the universe, but she knew that he was interacting with his past when he came to see her in the forest and she knew that telling this Doctor about that encounter wouldn't end well.

"I wasn't just going to let you die," Audrey scoffed. It was the truth, just not all of it.

"I would've regenerated, Audrey!" The Doctor exclaimed. His sudden change in volume and tone shocked Audrey for a moment, but she tried not to let it show on her face. The Doctor sighed and rubbed at his eyes. "I regenerate, and you don't. I get to walk away when I get shot, you _don't_."

"You don't know that!" Audrey blurted out. "What if one day, that excuse doesn't work anymore? What if the one day I think 'oh, he'll be fine' is the day you're not? Do you think I want to live with _that_ guilt for the rest of my life?"

"So, it's better for me to live with the guilt of you dying for me?" The Doctor countered. "You throw yourself into dangerous situations and don't think about the consequences of them. You don't think about what could happen to you."

"I don't regret what I did and I'm not going to promise that it won't happen again. You were in danger and I did something about it and I'm still alive. That's it. That's all there is to it."

"You're alive _this_ time. That's not always going to be the case," The Doctor growled out in frustration. "One day, you're going to get yourself killed because you're constantly throwing yourself into harm's way for someone else. You can't save everyone, Audrey."

"That doesn't mean I'm not going to try!" Audrey argued.

All she could imagine when he said those words was how helpless she felt watching the Doctor from the Byzantium walk away from her. The only way she could keep herself from worrying about him day and night was by telling herself that when the time came, she'd save him. But what if Ten was right, what if she couldn't save everyone?

Feeling her throat tighten and tears prick the corner of her eyes, Audrey hurried to get her emotions under control before responding to the Doctor.

"I lived a life before you, Doctor," Audrey reminded him. "I'm capable of taking care of myself, whether you think so or not. And the world needs you more than it needs me so-"

"You're not expendable!" The Doctor shouted suddenly. He'd never raised his voice at Audrey like this, but it wasn't out of malicious intent like it was when he used this tone with their enemies; this was different.

His volume came out of a place of uncontrolled emotion, but it wasn't anger, it was desperation. He sounded like these were words he'd repeated for years and he was desperate for her to understand the meaning behind them. Realizing that he'd shocked her by yelling, the Doctor tried to compose himself.

"I know you had a life before you came here, I know you were a different person and you thought differently, but you're not expendable to me," The Doctor told her, seriously. "The world needs Audrey Wright in it just as much as they need the Doctor. And _I_ need you. You have so many people that care about whether you come back from an adventure, Audrey."

Audrey bit her lip as she forced herself to look up at him. The Doctor's lips were trembling with the effort to maintain a calmer façade than before and she could see the tears in his eyes.

"When I saw you laying there, unconscious, I thought I had lost you and even the thought of it made my hearts stop."

These past weeks looking into the Doctor's eyes had been hard because she saw the other Doctor staring back at her. Now, in this moment, that changed. Instead, she saw her own eyes staring back at her, or at least the fear in them that she knew was in hers. She'd put her life on the line for the Doctor, motivated by the fear that she wouldn't be able to save him in the future, but she hadn't stopped to think about what that would do to _this_ Doctor. By trying to relieve her own fears, she'd only succeeded in transferring them to him. Now, he was the one who watched and was unable to help as a person he cared about risked their lives. That pain and guilt wasn't something she'd wish on her worst enemy, much less the Doctor.

"I'm sorry," Audrey said after a moment.

"I am too," The Doctor mumbled, shaking his head. "I was being unfair. If it had been me choosing to save you, I would have done it in an instant. I just… I wish you wouldn't be so reckless."

 _I wish I could save you_ , Audrey wanted to reply. She wanted to confide in him, to make him understand, but she knew that she was alone in this.

Audrey gave him a bittersweet smile, "I guess we're both too reckless for our own good."

"Maybe that's why make such a good team. You know, when we're not arguing," The Doctor chuckled, and Audrey joined in quietly.

He held out a hand and Audrey took it, letting him pull her closer until she was close enough to wrap her arms around his waist. She leaned her head against his chest, feeling his hold onto her tightly with his chin sitting on top of her head.

"I hate it when we fight," The Doctor muttered, more to himself than to her. Still, Audrey hummed in agreement.

Standing here, holding the Doctor in her arms, it was easy to remind herself that, for the moment, they were both safe. The truth was, she'd never know _when_ she'd know what the fate of the other Doctor was. It could be tomorrow for her or ten years from now. She'd have to accept the fact that she couldn't control what happened in the future by micromanaging the events of the present. If they were meant to face some great evil in the future, they would, and it didn't matter what Audrey did now to try and prevent it.

The only thing she could do was hold on to him tightly and promise herself that when that day came, she'd be ready, and nothing would stop her from saving him.

* * *

 **Question** : If Audrey was a real person, do you think the two of you would get along? Why or why not?


	29. The Lazarus Experiment - Part 1

Hi lovelies! I managed to keep my promise this time and update in a timely manner! I'm proud of myself lol. Before we get into the chapter, I just wanted to say that I **_LOVED_** your responses to last chapter's question. They were all so good and thought out? Like, you guys went above and beyond, and it seriously made my day. Your comments always make me smile, so thank you :). Anyways, onto the comments…

 **Replies to Comments:**

 **Pastel-Potatoes:** If she can be patient enough to handle the Doctor, I think she'd be patient with you lol. And, yes, Audrey's ninja skills lol. They play a big part in her background/what happened in Georgia, which will be addressed soon. I'm glad you liked their vulnerability! I liked writing a different side of them this time around instead of the happy-go-lucky pair who save the world. I hope you have a nice day and enjoy this next chapter!

 **LisaPark:** I'm glad you like the fanfic and Audrey! I'm so happy to hear that you think she's a good fit for the Doctor. When I started this fic, I really wanted to create a character that people would like and someone that I thought would work well with the Doctor, so I'm really happy to hear that you think she's a good fit. And I'm sure if she were a real person, Audrey would like to be your friend too! I'm happy to hear that you like the original chapters and 10's characterization too, I was excited to show new sides to them. Thank you for your kind words about the updates, I always worry a bit that I'm disappointing the people that like the fic when I don't update often, but thank you for giving me a bit of reassurance. Hope you have a good day and enjoy this next chapter! With love, HaleyLynn xx.

 **Bored411:** Yeaaaah, they had a bit of a tense time, didn't they? I love that description of Audrey so much! She is that kind of friend that would drag people around. It sounds like you guys would have a pretty functional dynamic, though. Hope you have a good day and enjoy this next chapter!

 **RiversCurls:** This is just a whole big angst fest. You know me, I hate reading angst but live for writing it. I'm glad you like seeing their personal conflicts with each other because wow lemme tell ya, there's gonna be quite a bit. Audrey and I aren't THAT similar okay, but I still think you guys would get along. Thank you and I'm glad you like it. In the words of the loml, 'I'm good, I'm done'.

 **PrincessMagic:** Thank you, I'm glad you liked it! Hope you have a nice day and enjoy this next chapter!

 **Fakira:** Thank you, I'm glad you liked it! I completely understand what you mean because I feel the same way writing it! I love exploring the angsty side of their friendship but at the same time I'm like 'no, guys, please don't fight!'. And I can see what you mean about not being sure if you guys would get along because of similar personalities. Hope you have a good day and enjoy this next chapter!

* * *

The TARDIS landed with a strong thump and Martha silently applauded herself for managing to stay upright this time. She was getting better at that, she thought.

"There we go. Perfect landing. Which isn't easy in such a tight spot," The Doctor said, looking everywhere but at Martha. He seemed sadder, more distant. Martha couldn't blame him really.

It was only last night that they had returned from New York where the Doctor faced the Daleks. Their travels might have only just started but Martha knew him well enough to know that it was hard on him. It also didn't help that Audrey, who Martha realized was the Doctor's support, had disappeared shortly after the adventure and had yet to return. In the back of her mind, Martha hoped Audrey would show up in time for their next trip.

"You should be used to tight spots by now," Martha said, teasingly. Joking with the Doctor always seemed to be Audrey's go to move when the Doctor was upset, surely Martha could do the same. It didn't have the same effect and Martha looked away, "Where are we?"

"The end of the line. No place like it," The Doctor answered. Martha ran towards the doors, eager to see what was in store for them next, while the Doctor lingered at the console. At the door Martha stopped and turned to face him. When he nodded in encouragement, she threw open the doors.

Martha was surprised to find the view of her living room outside the TARDIS doors. She had been preparing herself for the view of an alien planet or maybe a different time period. Seeing her own home was a mundane sight in comparison. It was almost surreal, seeing everything exactly as she had left it, even after traveling with the Doctor. Everything was so normal. Well, everything except…

Lying across Martha's sofa was Audrey. She wore tattered clothes that were singed at the edges and had holes that look suspiciously like burn marks on the shoulders. The sound of her sonic screwdriver could be heard as she unlocked and relocked the door across the room in a bored manner. When she laid eyes on Martha, her face stretched into a grin and she jumped up.

"There you are! Can someone tell me where I am?" Audrey asked.

"Audrey?" The Doctor called, stepping out of the TARDIS. He furrowed his eyebrows. "What're you doing here?"

"Home," Martha cut in. "You took me home?"

Both women turned to look at the Doctor with confusion written all over their faces. Audrey, as per usual when she had just jumped, had absolutely no idea what was going on. She looked over at Martha, seeing that the other woman was just as surprised as she was and she knew something must've gone wrong. Why would the Doctor be taking Martha home?

"In fact, the morning after we left, so you've only been gone about twelve hours. No time at all, really."

"But all the stuff we've done. Shakespeare, New New York, old New York?"

"Spoilers," Audrey muttered, half-heartedly, "Not that anyone really pays attention to those."

"Yep, all in one night, relatively speaking. Everything should be just as it was. Book, CDs, laundry," The Doctor said, picking up a pair of underwear from the clothesline. Martha snatched them out of his hand quickly, a blush fanning across her face, "So, back where you were, as promised."

"This is it?" Martha questioned, and the Doctor nodded.

Audrey sighed, "I have no idea what's going on."

"I'm not sure I do either," Martha mumbled. Audrey looked to the Doctor, who was shifting around on his feet awkwardly.

"You, Alienboy, explain."

"It's- er, yeah. We should probably just-"

The Doctor held out a hand for Audrey to take, nodding towards the TARDIS. Audrey wasn't about to leave without an explanation. She knew some things were guarded by spoilers, but she deserved to know why they were leaving Martha behind. Before Audrey could protest, Martha's phone rang.

"I'm sorry," Martha told them as the answering machine picked up.

Audrey shrugged, "It's your house."

"Martha, are you there? Pick it up, will you?" A voice on the machine said. Martha rolled her eyes, explaining that it was her mother. "All right then, pretend that you're out if you like. I was only calling to say that your sister's on TV. On the news of all things. Just thought you might be interested."

Martha picked up a remote and flipped on the TV. An elderly man was making a speech and a young woman was standing at his side.

"Tonight, I will demonstrate a device which will redefine our world. With the push of a single button, I will change what it means to be human," The man on the screen declared, while Martha tried to explain her sister's new job to them.

The man was called away as reporters flooded the scene and bright lights flashed in his face. The three of them stared at the screen a moment longer before Martha switched it off and apologized again.

"Sorry. You were saying we should…?"

The Doctor was still staring at the screen, his gaze calculating. His reaction was delayed a few seconds but he eventually turned to Martha and nodded, "Yes, yes, we should. One trip is what we said."

"Yeah. I supposed things just kind of escalated."

"Seems to be a reoccurring event for us," Audrey mused lightly.

"Thank you," Martha told them sincerely, "For everything."

"It was our pleasure."

The Doctor walked back into the TARDIS, followed closely by Audrey. When she was certain they were out of sight, Martha took a deep, shuddering breath. She stepped back from the TARDIS, expecting it to dematerialize but instead the door opened a crack. On the other side Martha could hear the voice of the Doctor but he seemed far away. A sliver of Audrey's face could be seen through the crack.

"Give me, like, two minutes. We'll be back," Audrey promised. After her hurried words, she slammed the doors shut and the TARDIS vanished.

On the other side, Audrey was leaning against one of the coral spirals, watching as the Doctor paced back and forth around the console.

"Change what it means to be human?" The Doctor said. He was mumbling to himself and Audrey doubted he even realized she was listening.

"Yeah, that's what he said. Guess we'll never know," She replied. "So where are we going?"

"What did he mean?" The Doctor asked himself, rubbing the back of his neck in thought.

"We could always… stick around and investigate, but that would require getting into the event. We could always use the psychic paper, but I bet Martha's sister has got an invitation. Too bad you said goodbye, huh?"

The Doctor shook his head. Audrey smirked as he rushed back to the controls and piloted the TARDIS back to Martha's. He hurried past her, throwing open the doors and Audrey thought she could hear Martha's surprised gasp.

"No, I'm sorry. Did he say he was going to change what it means to be human?"

* * *

Audrey and Martha took their time in the TARDIS wardrobe looking for dresses for the event. The room was seemingly endless with dozens of stories of clothing racks going wall to wall. Martha had already chosen a dark purple dress that she had put on, but Audrey was still deciding. Martha sat on a chair, judging each dress that Audrey tried on.

"Hmm, what about this?" Audrey said, holding a blue dress up to her frame. Martha wrinkled her nose and Audrey looked down at it again, "You're right. Not my color."

"So, where've you been?" Martha asked curiously. She picked up Audrey's ruined shirt that she had been wearing before from the floor, "Wherever it was, it looks like it took a toll on you."

Audrey had been a bit of everywhere recently. After her brief argument with the Tenth Doctor, she'd been able to stay a few hours longer before being whisked away to another Doctor. It hadn't been the Doctor from the Byzantium that she was worried about, but it had been the Ninth Doctor and since she didn't get to see him as often, it was easier to forget her worries and have fun with him.

"Fire-breathing queen. Impeccable style, surprisingly well-mannered. Well, that is until I accidently stole her crown. Long story, lots of fun," Audrey responded, distractedly. She continued flipping through a rack of dresses in front of her until she pulled out a specific one she liked.

Audrey didn't show Martha the outfit right away. Instead, she pulled off the dress she had tried on previously and changed into the new one. Martha closed her eyes and played along with Audrey's dramatic reveal.

"What do you think?"

When Martha opened her eyes, she was quiet for a moment. Audrey was bouncing lightly on her feet and smiling excitedly while she waited for Martha's answer. The dress she had chosen was white, went down to just above her knee, and hugged her figure nicely. On the left, the white fabric was peeled back and pinned to the space above her ribs to reveal a second layer, this one made of black lace. It managed to find the perfect balance between classy and sexy, which suited Audrey perfectly. Martha's face stretched into a smile and Audrey's own brightened.

"I think the Doctor is going to have a heart attack when he sees you," Martha told her, grinning.

She crossed the room, pulling Martha up and admiring the girl's dress, "Martha Jones, you look stunning. Between the two of us, no one in the _building_ will be able to look away."

The two of them laughed as they moved on to the hair and makeup portion of their night. They had hurried back to Audrey's room, laying out all their supplies on the bed and taking turns doing each other's make up like they were school girls. Audrey could remember doing Phoebe's makeup before her school dances and dance recitals, so the routine felt oddly familiar. It was easy to imagine for a little while that her and Martha were college friends getting ready for a party or a date. Audrey liked being able to act like a normal person with someone else.

Martha chose a sparkly headband to hold her hair back while Audrey styled her own hair in a bun. Both of them wore little makeup and though both of their outfits had taken a short time to put together, they had spent at least a couple hours in the process of it. Which, by the end of it, made for a very impatient Doctor.

"Will you two hurry up?" The Doctor called back into the TARDIS. They were already parked outside the event, but Martha and Audrey were still nowhere to be found. Finally, Martha came out of the hallway, walking to meet the Doctor outside of the TARDIS doors. When he saw that Audrey wasn't with her, he rolled his eyes and called for her again.

"Perfection take time, Doctor dear," Audrey laughed, slipping on one heel at a time.

She came into view a moment later, watching as the Doctor's eyes met hers. His annoyance faded and was replaced by a more undistinguishable look that Audrey had never seen before. He took a moment to scan her appearance before clearing his throat and looking back at her face.

"You look amazing," The Doctor told her. Audrey was taken aback for a moment by his sincerity.

There were people in her life that complimented her looks, from family to friends to strangers, but none of them ever did so in a way like the Doctor. He didn't say it just to be polite, or to get something out of her, he said it as if it was a fact, like it was the most honest thing he'd ever known. The feeling she felt in the wake of his words was new and unfamiliar, making Audrey grow uncomfortable.

The teasing and the flirting were okay, they were safe. But _this_ was walking on thin ice. He was just so damn sincere, and it constantly caught her off guard.

"Thanks, Doctor. And look at Martha's dress, yeah? I told her, that color looks fantastic on her," Audrey exclaimed, directing the attention to Martha, who seemed smug about Audrey and the Doctor's whole encounter.

"What? Oh, er- yes! Martha, it does, you do. You look very beautiful," The Doctor complimented nervously. Martha thanked him politely and there was a beat of tension before the Doctor changed the subject.

"Oh, black tie. Whenever I wear this, something bad always happens," The Doctor said, and Audrey laughed lightly.

"That's just you," She teased. She took a moment to observe him, seeing the nice suit he was wearing. It looked good on him, but her attention was instantly drawn to the bow tie around his neck, "Oh, look! You're wearing a bow tie."

The Doctor gave her an inquisitive look that had her back tracking fast.

"Oops, never mind. Spoilers and such."

"Anyways, I think it suits you. In a James Bond kind of way," Martha commented.

"James Bond," The Doctor repeated, fixing his tie, "Really?"

The three of them continued towards the massive building with 'Lazarus Laboratories' written in big letters. The building was decorated fancily on the outside and, judging by the people getting out of the limos in front, they could expect the same level of extravagance from the partygoers.

Audrey was right. The event was held inside a massive reception hall that was filled with well-dressed and seemingly wealthy people. The room was centered around a large white capsule that sat on display. It was roped off for the moment but Audrey wondered if that was the device that Lazarus had spoken about on the news.

"Oh, look, they've got nibbles! I love nibbles," The Doctor said, giddily. He grabbed a few pieces of food off the tray of a passing waiter.

"Hello." A voice greeted. A young woman approached them suddenly, smiling brightly. Martha's own face lit up in recognition when she saw her and Audrey assumed this must be Martha's sister.

"Tish," Martha replied, hugging her sister.

"You look great," Tish said, eyeing Martha's dress in approval. Then, she looked around the room, nervously, "So, what do you think? Impressive, isn't it?"

Martha nodded, "Very."

"And two nights out in a row for you. That's dangerously close to a social life."

"If I keep this up, I'll end up in all the gossip columns."

"You might, actually. You should keep an eye out for photographers," Tish warned her, "And Mum, she's coming too. Even dragging Leo along with her."

"Leo in black tie?" Martha asked, raising an eyebrow, "That I must see."

As if just realizing that Audrey and the Doctor were there, Tish's eyes darted between them and Martha a few times. Martha got the hint her sister was trying to get across and went to introduce them.

"This is Audrey and the Doctor," Martha told her sister. The Doctor shifted the food he had taken into one hand so he could shake hers. Audrey greeted her politely as well.

"Are they with you?" Tish asked. When Martha confirmed this, Tish's smile became tense, "But they're not on the list. How did they get in?"

"They're my plus…two?" Martha tried, sounding unsure. Knowing they had used the psychic paper to create an identity for Audrey and the Doctor that allowed them to be here, Audrey hurriedly changed the subject.

"This professor, Lazarus, he's your boss?" Audrey questioned. If there was one thing that could distract anyone, it was giving them the opportunity to talk about themselves. Especially their job. People were either always eager to talk about how important a job they did or how much they dislike what they do. Audrey was proven right when Tish gave them a proud smile and seemed to forget about how they arrived.

"Professor Lazarus, yes. I'm part of his executive staff," Tish informed them.

Martha rolled her eyes, "She's in the PR department."

"I'm head of the PR department, actually," Tish corrected her. Her expression said that she was offended at Martha's condescending remark and Audrey could bet that Tish was the younger sibling. Audrey recognized that 'need to prove myself' streak from all the years she'd spent with Phoebe.

"You're joking."

"I put this whole thing together."

"So, do you know what the professor's going to be doing tonight? That looks like it might be a sonic microfield manipulator," The Doctor cut in, drawing the attention back to the situation at hand and away from the domestic sibling disputes.

"He's a science geek. I should have known. Got to get back to work now. I'll catch up with you later."

Tish left after excusing herself, leaving the three time travelers on their own. The Doctor returned to eating the nibbles, but looked at Audrey curiously.

"Science geek? What does that mean?" He asked.

"You know, it means that you're, like, _really_ passionate about it," Audrey replied. She appeared to think about it before patting him lightly on the arm, "Quite fitting really."

He smiled brightly, "Oh, nice."

"Martha," An older woman called, grabbing their attention.

Martha rushed over to the woman when she saw her and pulled her into a tight hug. This must be Martha's mother, Francine, and the younger man with her must be Leo, Martha's brother. Audrey watched her friend interact with her family, she was smiling but on the inside she could feel a twinge of sadness lying there as well. Martha's family resembled her own so much that it was making her feel slightly nostalgic.

"All right, what's the occasion?" Francine laughed as she pulled away. Martha's expression twisted into one of confusion and she shrugged.

"What do you mean? I'm just pleased to see you, that's all."

"You saw me last night," Francine pointed out.

It was then that Martha realized the time difference between her and her family. She glanced back at the Doctor and Audrey with a nervous look before brushing her behavior off as missing her family.

"I know. I just miss you. You're looking good, Leo," Martha commented, directing the attention to something else for a minute. Her brother, a smartly dressed young man in a suit, grinned at his sister.

"Yeah. If anyone asks me to fetch them a drink, I'll swing for him," Leo joked.

"You disappeared last night," Francine cut in.

"I just went home," Martha lied. Her mother didn't seem to believe her, though.

"On your own?" Francine asked. Her narrowed eyes darted to Audrey and the Doctor who stood behind Martha. She watched them suspiciously before looking back to her daughter. Martha seemed to realize what her mother was implying.

"These are some friends of mine. Audrey and the Doctor," Martha introduced. Both of them waved at Francine and Leo politely, Audrey stepping forward to shake their hands. Francine shook her hand briefly, but her eyes were still lingering on the Doctor.

"Doctor what?" She questioned. Her eyes were narrowed and Audrey could tell it was because of the idea of some man she had never heard of suddenly being so close with her daughter.

Martha shook her head, "No, it's just the Doctor. The three of us have been doing some work together."

Leo stuck out his hand in a friendly manner, "You all right, mate?"

The Doctor shook his hand and then Francine's. Seeing that the woman was still unsure about him, he tried to redirect the conversation in order to break the ice.

"It's lovely to meet you, Mrs. Jones. Heard a lot about you," The Doctor continued.

"Have you?" Francine raised an eyebrow. "What have you heard, then?"

"Oh, you know, that you're Martha's mother and…" The Doctor stumbled over his words, obviously not having expected her to reply in such a way, "Er, no, actually, that's about it. We haven't had much time to chat. You know, been busy."

"Busy? Doing what, exactly?"

"Oh…you know. Stuff."

"You might want to shut up now," Audrey muttered to him. She put a hand on his arm, turned to Francine, and gave her the politest smile she could muster, "Hi, Mrs. Jones. I'm sorry about my…"

 _I can't believe I'm doing this,_ Audrey thought.

"Fiancé. He can be a bit oblivious," Audrey finished, trying to lighten the mood.

Francine looked mildly pacified at this answer and nodded. Audrey wasn't sure if it was because of the reassurance that the Doctor was taken or because she now understood that the Doctor didn't understand the implications of what he was saying.

The Doctor, however, turned to her with a strange look that she didn't totally understand. There were bits and pieces of it that she could distinguish, such as the shock at hearing her cover for him and a little bit of smugness. Then, there was something else in his eyes… a bit of pride maybe, or perhaps she was reading into things.

There was a tapping on glass that called for the attention of the room. The Doctor looked relieved to be out from under the scrutinizing gaze of Martha's mother, while the rest of the group was just as uncomfortable.

"Ladies and gentlemen, I am Professor Richard Lazarus and tonight I am going to perform a miracle," Announced an old man standing in the middle of the room. There was a spotlight shining down on him and a few camera flashes that cut through the darkness, "It is, I believe, the most important advance since Rutherford split the atom, the biggest leap since Armstrong stood on the moon."

Audrey had to applaud him for his confidence, even if it did come off as slightly arrogant. Audrey's mother had taught her that believing in yourself and your work was the first step to success. Whether or not his work was a _ctually_ that important, it was obvious he took pride in it.

"Tonight, you will watch and wonder. Tomorrow, you will wake to a world which will be changed forever."

Everyone in the room watched on in fascination as Lazarus stepped into the chamber. A few scientists stood around the outside and started up the machine. The four columns around the chamber started to rotate as a bright blue light blinded them all. People were shielding their eyes and ducking away from the light, but everything else seemed to be going as planned. Then, an alarm rang through the room.

"Something's wrong. It's overloading," The Doctor noticed.

The alarms grew louder as sparks began to fly into the audience. The scientists were rushing around the computers, trying to shut them off, but they were unsuccessful. The Doctor ran over to the control panel, using his sonic screwdriver. Audrey followed after him, while Martha tried to usher the crowd away from the machine.

Audrey wasn't entirely sure what was happening, but she pressed the buttons that Doctor pointed at on her side of the panel while he pressed the others. The controls started smoking, causing the woman who was operating it originally to back away.

"Somebody stop them. Get them away from those controls!" Lazarus's wife, Lady Shaw, shouted.

"He knows what he's doing!" Audrey shot back, pressing another button.

"If this thing goes up, it'll take the whole building with it. Is that what you want?" The Doctor asked, angrily.

Lady Shaw didn't look pleased, but she didn't try to argue any further. The Doctor jumped over the control table and pulled out a power cable from the back of the computer. Lazarus's machine began to slow done before it eventually came to a stop.

"Get it open!" The Doctor yelled.

Martha was the first to react, rushing forward to pull open the chamber door. There was a white mist, and then a man who staggered out unsteadily. This man was much younger than the Lazarus they had seen previously. He looked to be in his early thirties. In the crowd, Lady Shaw was smiling and seemed the slightest bit surprised, as if she hadn't expected it to work.

"Ladies and gentlemen, I am Richard Lazarus. I am seventy-six years old and I am reborn!" Lazarus exclaimed. He threw his hands up in the air victoriously as the crowd cheered and cameras flashed.

"Holy hell," Audrey breathed, stunned. She couldn't tear her eyes off of him, they were rapidly searching for a fault or some kind of evidence that would hint towards it being a trick or a stunt, but she found nothing.

"He did it," Lady Shaw said, "He actually did it."

Audrey and the Doctor shared a knowing look, both of them knowing what the other was thinking.

 _What exactly has he just done? And how?_

* * *

 **Question** : Is there an episode in particular that you are excited to see Audrey be a part of?


	30. The Lazarus Experiment - Part 2

Hello, lovelies! I'm so, so, so beyond excited to finally have this monster of a chapter out. It's been a struggle to get past, but it's finally over! I'm excited to be able to put out a new chapter for you guys and even better, the next couple episodes are already written and queued up for posting in the next few weeks! Sorry, if I'm a bit over enthusiastic lol. Anyways, I hope you guys have a nice day and enjoy this next chapter! ( _P.S the question at the end of the chapter is a bit different this time, hope you don't mind!_ )

 **Replies to Comments:**

 **HeroineXAlter:** Ooo! Silence in the Library is a good one! I love that episode, but that chapter is gonna be tough to write because I also love River so much. And you're right, the Doctor is going to have soooo many 'Spoilers!'. Hope you have a good day and enjoy this next chapter!

 **Pastel-Potatoes:** That's my favorite DW episode of all time! I think you're right, Audrey will definitely flip between those two emotions. She's been in a similar place to Vincent, so she understands what he's going through. On one hand, she wants to bring some light into his life, but, on the other, she wants to change what happens to him so badly and she wants him to _want_ to live. Thank you for your kind words. Hope you have a good day and enjoy this next chapter!

 **Fakira:** I'm really, really, really glad you liked it! I'm glad you liked the humor/fluff. I felt like after the angst-fest of the previous chapter, we needed a bit of lightheartedness just to balance it out. And, ooo, the Bells of Saint John is a good one! I think it's one of my favorite Clara episode, just because I'm a big sucker for early Clara and the Eleventh Doctor. The three of them will definitely make a really silly, fun team! Hope you have a good day and enjoy this chapter!

* * *

The partygoers were buzzing excitedly over the display they had just witnessed. Many of them were lined up to take pictures with the Professor, who was currently posing in front of his masterpiece for photographers. Others were mingling around the room, but they would glance back at Lazarus every few minutes just to be sure the affect hadn't worn off.

Martha was one of these people. She was still staring at Lazarus inquisitively while Audrey and the Doctor observed the machine. They kept a careful eye out for Lady Shaw or any other officials that might shoo them away from the chamber as they scanned it with their screwdrivers. Periodically, they'd meet up again to exchange information on what they'd found.

"It can't be the same guy," Martha said, finally, shaking her head, "It's impossible. It must be a trick."

"Oh, it's not a trick. I wish it were," The Doctor responded.

"What just happened then?" Martha asked, looking at the two of them.

"He just changed what it means to be human," Audrey answered. Although she still thought there was something off about Lazarus, she knew that they couldn't deny the evidence that was in front of them. Lazarus _had_ changed what it meant to be human, but to what extent?

Meanwhile, across the room, Lady Shaw made her way through the waves of fans and pulled her husband away.

"That was the most astonishing thing I've ever seen," Lady Shaw complimented, "Look at you!"

"This is only the beginning. We're not just making history, we're shaping the future, too," Lazarus claimed, smiling proudly.

"Think of the money we'll make. People will sell their souls to be transformed like that. And I'll be first in line."

Lazarus' back arched and he let out a sharp gasp. Lady Shaw watched, concerned, as he snatched a tray out of a passing waiter's hands and started to shove all the food on it into his mouth. She glanced around to see if anyone was watching while trying to stop him.

"Richard," She admonished.

"I'm famished," He defended, not looking like he was going to stop anytime soon.

"Energy deficit," The Doctor cut in. He, Audrey, and Martha appeared behind Lazarus and Lady Shaw, "Always happens with this kind of process."

"You speak as if you see this every day, Mister…?" Lazarus trailed off.

"Doctor," He supplied, "And well, no, not every day, but I have some experience of this kind of transformation."

Lazarus looked doubtful. "That's not possible."

"Using hypersonic sound waves to create a state of resonance," The Doctor said, proving his experience to Lazarus, "That's inspired."

"You understand the theory, then."

"Enough to know that you couldn't possibly have allowed for all the variables."

"No experiment is entirely without risk."

"Risk?" Audrey interrupted, raising and eyebrow, "That thing nearly exploded, taking this building full of people with it. That's not a risk, that was idiotic."

Lady Shaw scoffed, "You're not qualified to comment."

"If we hadn't stopped it, it would have exploded," The Doctor pointed out. Neither Lady Shaw nor Lazarus seemed as though they would be understanding their point any time soon.

"Then I thank you, Doctor. But that's a simple engineering issue. What happened inside the capsule was exactly what was supposed to happen. No more, no less," Lazarus assured the pair of them.

"You have no way of knowing that until you've run proper tests," Martha protested.

Lazarus laughed, "Look at me. You can see what happened. I'm all the proof you need."

"The device will be properly certified before we start to operate commercially," Lady Thaw added.

"Commercially?" Audrey repeated in disbelief, "That'll cause chaos."

"Not chaos, change," Lazarus corrected, "A chance for humanity to evolve, to improve."

Though Lazarus might be pulling the diplomatic answers he had stored to justify his experiments, the three of them saw right through them.

"This isn't about improving. This is about you and your customers living a little longer," The Doctor accused.

Lazarus shook his head, "Not a little longer, Doctor. A lot longer. Perhaps indefinitely."

"Richard, we have things to discuss, upstairs," Lady Shaw cut in. She withdrew from the group and began heading in the other direction. Lazarus looked after her for a moment and then turned to the three of them.

"Goodbye, Doctor. In a few years, you'll look back and laugh at how wrong you were," Lazarus said. He took Martha's hand first and kissed it, then did the same to Audrey. They were both holding back grimaces as he did so. When he finally left, they both shared a look of disgust.

"Oh, he's out of his depth. No idea of the damage he might have done," The Doctor muttered.

"So, what do we do now?" Martha questioned.

Audrey shrugged, "We're in a building full of laboratories. I say we run our own tests."

"Lucky I've just collected a DNA sample then, isn't it?" Martha said, holding up the hand Lazarus had kissed.

"Oh, Martha Jones, you're a star," The Doctor told her.

"Amazing," The Doctor breathed out as he studied the strand of DNA on the computer screen in front of them. They were in one of the many laboratories in the building, and no one had even noticed them come up here.

Audrey frowned, "That's not the word I would use."

"What?" Martha questioned, looking between the both of them. She couldn't see anything that would provoke the worried looks they wore, but she knew it had to mean bad news.

"Lazarus's DNA," The Doctor told her and he pointed at the screen. Martha leaned in closer to observe the results, still coming up empty.

Martha shook her head, "I can't see anything different."

"Look at it closely," Audrey said.

As Martha was staring, the swirling strand of DNA changed before her eyes. Martha reeled back in shock and looked to the Doctor and Audrey with wide eyes.

"Oh, my God. Did that just change?" Martha asked, "But it can't have."

"It _shouldn't_ have," Audrey said grimly, "But it did."

"It's impossible," Martha insisted adamantly. Years of medical school had taught her that there were many things a human body was capable of, but changing its own DNA was not one of them. She was a woman who firmly believed in the science of a human and knew that some things just _couldn't_ happen.

"And that's two impossible things we've seen so far tonight. Don't you love it when that happens?" The Doctor said, smiling excitedly.

"That means that Lazarus has changed his own molecular patterns," Martha realized.

"Hypersonic sound waves to destabilize the cell structure, then a metagenic program to manipulate the coding in the protein strands," The Doctor explained rapidly, "Basically, he hacked into his own genes and instructed them to rejuvenate."

"But they're still mutating now," Martha pointed out.

"Something must have gone wrong," Audrey said.

"Something in his DNA has been activated and won't let him stabilize," The Doctor agreed, "Something that's trying to change him."

"Change him into what?" Martha wondered.

"I don't know, but I think we need to find out.

"They said they were going upstairs," Audrey spoke up.

The Doctor turned for the door, "Let's go."

Lazarus seemed to have left by the time they made it upstairs. The three of them stepped out into his office to find it vacant, with almost all the lights turned off. It was lit only by small desk lamps and the light coming through the big windows. On one wall, the Doctor found a light switch that lit up the entire room.

"This is his office, all right," Martha said, looking around. There were a few paintings here and there, as well as a small statue on the desk. It looked just like one would imagine the office of the owner of the building to have.

"So, where is he?" Audrey wondered as they stepped further into the room. Lazarus must have returned to the party some time ago. She only hoped that whatever was happening wouldn't endanger those in attendance. Especially not since Martha's family was among those guests.

"Don't know. Let's try back at the reception…" Martha trailed off. Audrey looked to her friend, seeing the expression of horror on her face. She and the Doctor followed Martha's gaze until they saw a skeletal leg sticking out from behind Lazarus's desk.

They rushed around the side of the desk. Lying on the floor was a skeleton dressed in formal wear, in fact, the same outfit Lady Thaw had worn earlier that night. A spilled glass of alcohol lie next to her on the floor.

"Is that Lady Thaw?" Martha gasped.

"Used to be," The Doctor confirmed, "Now it's just a shell. Had all the life energy drained out, like squeezing the juice out of an orange."

"Lazarus?" Martha guessed.

Audrey nodded, "Maybe."

"So, he's changed already?" Martha asked, looking between the Doctor and Audrey.

"Not necessarily. You saw the DNA. It was fluctuating. The process must demand energy. This might not have been enough," The Doctor informed them.

"So, he's going to do this again. Brilliant," Audrey muttered as she stood up. The Doctor gave a hum of agreement from behind her.

They wasted no time in searching for Lazarus. It was a big risk letting him out of their sight for even a moment because now they knew what he was capable of but had no idea when he might strike again. And, of course, this had to be the one night when the building was filled to the brim with partygoers. Audrey would suggest having them evacuate, except she knew there was no way to do that without raising suspicion.

"I can't see him," Martha told them worriedly as they walked through the crowds in reception.

"He can't be far," The Doctor said, "Keep looking."

Martha nodded, but was intercepted by her brother before she could get very far.

"Hey, you all right, Marth? I think Mum wants to talk to you," Leo explained, sounding more like he was giving her a warning than anything else.

Audrey wanted to groan. She knew her friend's family meant well, but they had too much on their minds right now to be distracted by cautious mothers.

"Have you seen Lazarus anywhere?" Martha questioned her brother, seeming just as disinterested in family affairs at the moment.

"Yeah, well, he was getting cozy with Tish a couple of minutes ago," Leo commented.

"With Tish?" Martha repeated, incredulously. She looked towards Audrey and the Doctor, worry for her sister written all over her face.

"Ah, Doctor," Francine spoke as she joined them. The Doctor didn't pay any attention to her presence or that she had spoken to him at all.

"Where did they go?" Audrey asked Leo hurriedly. Leo, who was more attuned to his mother's attitude than the inhabitants of the TARDIS, faltered. He glanced between them and his frustrated mother, noticing their blatant disregard.

"Upstairs, I think. Why?" Leo replied.

All three of them moved without a moment of hesitation. They were bolting towards the door as soon as the words had left Leo's mouth, not even noticing when they'd accidently spilled Francine's drink all over her dress. In their minds, family drama could wait until _after_ they'd saved the building from a dangerous, mutating version of Lazarus. Francine, who was entirely unaware of the situation at hand, didn't seem to have the same mindset.

"Doctor!" She called after them, her voice tinged with anger. "I'm speaking to you!"

"Not now, Mum," Martha hissed over her shoulder as she continued to follow after the Doctor and Audrey.

"I'm sorry, but there's a thing, we've got to go," Audrey stopped in the doorway to look back at them. She didn't want to cause any problems between Martha and her family.

Neither Francine or Leo seemed very convinced. Audrey sighed, knowing it was problem they'd have to deal with at a later time.

The fact that Lazarus' office was empty when they arrived was far from comforting. Sure, that could mean they weren't about to find Tish in the same state they'd found Lady Thaw, but it also meant they were still one step behind Lazarus.

"Where are they?" Martha cried out. Audrey could hear the growing desperation in her voice and felt her heart constrict for her friend.

"Fluctuating DNA will give off an energy signature. I might be able to pick it up," The Doctor muttered as he fidgeted with his sonic. His words were confirmed when a beeping noise told them the screwdriver had locked onto the signal and would lead them to them. The Doctor followed the signal until it was pointed directly to the ceiling.

"But this is the top floor," Martha pointed out.

"I guess we're headed to the roof then," Audrey said as they ran towards the elevator.

The three of them hurried into the elevator and then emerged on a small, empty rooftop. Lazarus and Tish were standing by the edge of the rooftop as they looked out on the view of London in front of them. Hushed words floated through the air, barely loud enough for the three of them to decipher what was being said. It became apparent that they were discussing Lazarus' miraculous transformation as they drew close enough to hear what they were saying.

"I find that nothing's ever exactly like you expect," Lazarus remarked. "There's always something to surprise you."

The tone in which he said the words made Audrey wonder if he was referring to his _other_ transformation; the one that caused him to drain Lady Thaw. If that was the case, did that mean that he was consciously aware that it was happening? Could their answer be as simple as persuading Lazarus to allow them to help him with the changes in his DNA?

"Between the idea and the reality, between the motion and the act," Lazarus continued on. This time, however, the Doctor interrupted him before he could finish.

"Falls the shadow," The Doctor quoted as he emerged from the shadows, Martha and Audrey standing on either side.

Lazarus turned around to acknowledge the Doctor, "So, the mysterious Doctor knows his Eliot. I'm impressed."

Professor Lazarus seemed unperturbed by their presence. If Audrey had to hazard a guess, she would say that Lazarus knew they would be coming for him after what he'd done to Lady Thaw. After all, it had been clear that they had enough knowledge about the process to stop the machine from going up in flames, so Lazarus would know that if there was anyone that would stop him, it would be them.

Tish, on the other hand, didn't seem as prepared for their appearance as her boss.

"Martha, what are you doing here?" Tish hissed, her face tinged with embarrassment and the guilt of someone who was caught doing something they know they shouldn't.

"Tish, get away from him," Martha warned.

Tish scoffed, "What? Don't tell me what to do."

"I wouldn't have thought you had time for poetry, Lazarus, what with you being busy defying the laws of nature and all," The Doctor said.

"You're right, Doctor," Lazarus smiled. "One lifetime's been too short for me to do everything I'd like. How much more I'll get done in two or three or four."

The Doctor shook his head with a sad smile, "It doesn't work like that."

"If you had focused more on making your time count rather than chasing after some immortal fantasy, then maybe one lifetime would have been enough for you," Audrey commented.

"It's not the time that matters, it's the person," The Doctor said, agreeing with Audrey.

"But if it's the right person, what a gift that would be," Lazarus replied.

Audrey rolled her eyes, "How arrogant must you be to consider yourself the 'right' person? And how _stupid_ must you be to celebrate this when all you've done is turn yourself into a monster."

Lazarus' eyes widened a fraction and he inhaled sharply. This was all the confirmation that Audrey needed to know that Lazarus _was_ aware of what he'd done. He could remember, yet he still chose not to seek out someone's help. He'd rather maintain the pretense of everything being fine for the sake of preserving his 'magnificent scientific breakthrough'. Perhaps this wouldn't have as easy of a solution as Audrey thought.

"Who are you to judge me?" Lazarus snarled.

"Over here, Tish," Martha coaxed quietly.

"You have to spoil everything, don't you?" Tish whispered harshly as she stormed over to Martha. "Every time I find someone nice, you have to go and find fault."

Out of Tish's line of sight, Lazarus began to spasm. He arched his back at an unnatural angle, his eyes rolling into the back of his head.

"Tish, he's a monster!" Martha exclaimed.

"I know the age thing's a bit freaky," Tish shrugged. "But it works for Catherine Zeta-Jones."

Audrey's eyes were focused on Lazarus' transforming form, but she said to Tish, "Yeah, sorry, but that's not really an even comparison."

Tish opened her mouth as if to respond to Audrey, but she stopped. Behind her came the sounds of bones cracking and something growling. Slowly, Tish turned to look over her shoulder. Lazarus had collapsed onto the concrete floor and was rising up again, this time as a spindly creature that was reminiscent of a giant scorpion with an exposed ribcage and Lazarus human face plastered over top.

"What's that?" Tish asked in fright.

"Run!" The Doctor yelled.

They were quick to retreat back into the hallway where the elevator was. Audrey and Martha each had a hold of one of Tish's arms, trying to drag the shocked girl along with them. When the door to the hallway slammed behind them, the Doctor was quick to sonic it shut just in time for Lazarus to throw his weight against the metal barrier from the other side.

"Are you okay?" Martha asked her sister as they waited for the elevator to arrive.

"I was going to snog him," Tish said in disbelief.

"You might want to reevaluate your standards after this," Audrey pointed out.

The lights in the building dimmed as an electronic voice rang out over the speakers, "Security one. Security one. Security one."

"What's happening?" Martha wondered.

"An- an intrusion," Tish supplied. "It triggers a security lockdown. Kills most of the power. Stops the lifts, seals the exits."

"He must be breaking through that door," the Doctor said. As if on que, a loud noise came from the other side of the door. It seemed as if it was barely hanging on against the onslaught of Lazarus' blows.

"The stairs!" Audrey yelled.

Somehow, the Doctor and Audrey's hands found each other, as they always seemed to do when an adventure took a turn for the worst. They took turns pulling the other down the flights of stairs, seeming to alternate whenever one of them lagged behind. A crash from upstairs signaled that Lazarus had forced his way into the stairwell at this point and was following closely behind them.

The group emerged in the reception room the main event had taken place. It was milling with people, all of whom looked confused about the lockdown. Audrey had almost forgotten that all the guests were still here. Now that meant that there were hundreds of people that Lazarus could attack at any given moment.

"Tish, is there another way out of here?" The Doctor asked.

Tish pointed to the right, "There's an exit in the corner, but it'll be locked now."

"Here, Martha. It's setting fifty-four. Hurry! And be careful!" Audrey said, tossing her sonic screwdriver to Martha.

Martha wasted no time. Tish followed after her, making sure that her sister was headed in the right direction. Meanwhile, the Doctor and Audrey took on the job of getting everyone out safely. The Doctor hopped onto a platform near Lazarus' machine so that everyone in the room could see and hear him.

"Listen to me! You people are in serious danger! You need to get out of here right now!" The Doctor yelled.

"Don't be ridiculous," A woman in an expensive dress scoffed. "The biggest danger here is choking on an olive."

A deafening roar broke through the silence of the room. Everyone's attention was drawn to the upstairs landing where Mutant Lazarus was towering over the guests. He dropped down from the second floor, knocking tables out of his path with ease. People made a mad dash for the doors but were quick to realize that the lockdown was preventing them from escaping. Audrey could see Martha being crowded by the other guests while she was trying to undo the security's locking system.

The woman who had questioned the Doctor before seemed to be completely frozen in shock as she stared into the pale face of Mutant Lazarus. Even when his jaw came unhinged and he leaned in to her face, she still didn't move. His tail reached over the rest of his body as he prepared to strike.

"No, get away from her!" The Doctor protested. Before either him or Audrey could make a move to help the woman, it was too late. Her energy-drained corpse fell to the floor with a dull thud.

It seemed that Martha had been successful in opening the doors, which caused all of the guests to pour out through the doors at an alarming rate. Audrey kept her eyes open for Martha's family. She hoped that they had already made it out, but she'd never be able to forgive herself if she allowed something to happen to her friend's family, so she kept looking.

She caught a glimpse of Francine's golden dress in her peripheral vision. Francine was on the floor, trying to help up Leo. However, it seemed Audrey was not the only person that had been made aware of their presence. Mutant Lazarus was now turning his attention to them.

"Don't you dare, Lazarus!" Audrey shouted.

For whatever reason, Lazarus seemed to listen to this. He turned back towards her and the Doctor, allowing Martha to run behind him and lead her family away to safety.

"What's the point?" The Doctor said, trying to keep Lazarus' attention on them for as long as it took for the rest of the guests to escape. "You can't control it. The mutation's too strong. Killing those people won't help you. You're a fool. A vain old man who thought he could defy nature. Only Nature got her own back, didn't she? You're a joke, Lazarus! A footnote in the history of failure!"

The Doctor lowered his voice and turned to Audrey, "I'll buy you some time. Go with Martha, make sure everyone makes it out."

Audrey nodded, hopping down from the platform. Lazarus seemed too invested in the Doctor to notice her actions.

When Audrey reached Martha, she was wrapping up a chunk of ice and passing it to her mother. Her mother pressed it against Leo's head carefully.

"Come on, we've got to go!" Audrey urged them as she motioned for them to follow her.

"Where's the Doctor?" Tish asked.

"He's buying us time, but he won't be able to get much. We need to hurry and get everyone else out as soon as possible."

The Jones' followed Audrey's lead. They made it to the main entrance of the building where people had begun to run into the same problem they had been having before. The main door of the building was still under the control of the lock down security system, causing people to pile up on top of each other in their desperate attempts to break through the doors.

"We can't get out. We're trapped!" Tish cried.

"There's got to be an override somewhere," Audrey said. "Tish, where's the security desk?"

Audrey was about to turn and ask Martha for her sonic screwdriver back, but the other woman was already two steps ahead. Audrey watched as Martha sprinted towards the security desk, hopping over it easily, and began using the sonic screwdriver to override the security system. Only moments later, the lights in the entrance hall flickered on and the doors burst open. Cries of relief rang out across the room as people started to pour out of the building like ants.

Martha let out a disbelieving laugh, surprised that she had managed to do it. Audrey, who was constantly amazed by the incredible Martha Jones, stood by the door with a proud grin on her face.

"I've got to go back," Martha said as she rejoined the group at the exit.

Francine's eyes widened, and she instantly latched onto her daughter's arms as if she could physically stop her from leaving, "You can't! You saw what that thing did. It'll kill you."

"I don't care. I have to go," Martha said bravely.

"It's that Doctor, isn't it? That's what's happened to you. That's why you've changed," Francine stated with a disapproving tone.

"He was buying us time, Martha. Time for you to get out, too," Tish said gently. The way she spoke made it seem as if she didn't believe the Doctor was going to make it out, this seemed to incite even more determination in Martha.

"I'm not leaving him."

"Martha, listen to me," Audrey said, her voice both stern and understanding at the same time. After all, she knew better than anyone what it felt like to worry about the Doctor. "Your family needs you. I'll make sure the idiot gets out alive. You know I will."

"But who's going to get you out?" Martha reminded her.

Audrey smiled as if it was the simplest thing in the world, "The Doctor. I've got his back and he's got mine."

Martha wanted to argue, Audrey could see it in her eyes, but one insistent tug on her arm from Francine drew her mind back to the situation at hand. Her family was in danger and she needed to help them. Audrey saw the shift in her and then Martha nodded in agreement.

"It'll be fine, I promise," Audrey told her friend before she was turning around and running straight back into danger all in the name of saving the Doctor.

Audrey meets the Doctor again when they nearly run right into each other as they're both rounding a corner in a corridor. Both of them jumped slightly, thinking the other was the mutant professor they were running from, but the Doctor's eyes widened in recognition a moment later and his arms shot out to steady Audrey.

"What are you doing here?" The Doctor exclaimed.

"What, did you think I was leaving you on your own?" Audrey laughed. "You asked me to make sure everyone got out safely, and they did. Everyone except you."

"How did you…?" The Doctor trailed off, asking how Audrey had found him amidst all the chaos in the building.

"There was an explosion. I've been in this universe long enough to know that you're typically the culprit of those."

"I blasted Lazarus."

"Great, did you stop him?"

Growling noises came from behind him. They both peeked around the corner to see Mutant Lazarus glaring at them from the other side of a glass divider. When he caught sight of them, he burst through the glass, spindly legs skittering across the floor as he tried to hurry after them.

"More sort of annoyed him, I'd say," The Doctor said, grabbing Audrey's hand and pulling her along with him down the hall.

They managed to outrun Lazarus for a while, always staying just enough ahead of him to be considered safe, but still close enough to hear the menacing snarls that came from the creature. At last, they had reached the reception room once again. This time, it was empty which Audrey took as a good sign.

"Is this the plan, running around in circles? Because, honestly, it's pretty shit," Audrey said when they paused in front of Lazarus' machine.

The Doctor seemed to be at as much of a loss for what to do as she was. He looked around frantically as Lazarus entered the room, "We can't lead him outside. Come on, get in."

He pushed Audrey towards Lazarus' machine, holding the door open so that she could squeeze inside. Once she was in, he followed shortly behind. They both quickly came to notice that it wasn't very spacious on the inside. Both of them were pressed chest to chest with Audrey head bumping the underside of the Doctor's chin every time she tried to look up at him.

"Are we hiding?" Audrey asked.

"No, he knows we're here. But this is his masterpiece. I'm betting he won't destroy it, not even to get at us," The Doctor answered. He was still trying to catch his breath from the enormous amount of running they had been doing and every time he breathed in too deeply, his chest rubbed against Audrey's.

"Yes, that's great, but now we're trapped," Audrey pointed out.

"Well, yeah, that's a slight problem," The Doctor conceded.

Audrey sighed, "OK, do we have a plan?"

"Yes, the plan was to get inside here."

"And?"

"Well…then, I thought we'd have time to come up with another plan."

A frustrated groan came from the creature outside and Audrey could hear its legs clicking against the floor as it paced around the machine.

"Yeah, I think it's about time we find one."

The Doctor nodded in agreement before reaching his hand between the two of them as he tried to reach for his sonic screwdriver in his pocket. Audrey's eyes widened in surprise when she felt the Doctor's hand pressed against the front of her dress.

"Ok, er- not that I _really_ mind but can we maybe, I don't know, wait until we aren't being hunted by a life draining monster?" Audrey asked, looking at the Doctor with raised eyebrows.

His eyes shot up to meet hers and his entire body froze as he realized what she meant, "It was an accident!"

"Uh-huh."

"No, it- I swear, see!" The Doctor exclaimed, holding up the sonic screwdriver he had retrieved as proof. The teasing smile that pulled up the corners of Audrey's mouth was what alerted him to the fact that she had only been joking. He rolled his eyes at her antics and pressed a button on his sonic.

"What're you planning to do with that?" Audrey asked, eyeing the device.

"I'm figuring that bit out, it's a work in progress," The Doctor replied. "You asked for a plan, this is what I've got."

Audrey shrugged, it seemed as good a place to start as any. The Doctor shrugged back in response as he slid down to the floor. Because of the tight fit, his head bumped roughly into Audrey's knee, causing both of them to let out noises of surprise. Audrey tried her best to move out of his way, but they were still way too close for comfort. It left both of them red in the cheeks while trying not to let the other see how affected they were by the close proximity.

"I'm still confused as to where that thing came from," Audrey said. She was watching Mutant Lazarus' shadow come in and out of sight as the creature paced around outside the machine. "I understand that it was a change in his DNA, well, ok, I don't _completely_ understand, but you know what I mean. What I _don't_ get is why that? Why is that what he changed into?"

"It was probably caused by dormant genes in Lazarus' DNA. The energy field in this thing must have reactivated them. And it looks like they're becoming dominant."

"Dormant genes?"

"Some option that evolution rejected for you millions of years ago, but the potential is still there. Lock away in your genes, forgotten about until Lazarus unlocked it by mistake."

Audrey couldn't help but glance down at what the Doctor was doing. A panel had been ripped open in the floor and he was using his sonic to change something or another. She didn't have a good enough view to be able to see it entirely.

"So, theoretically, any human that went through the same process as Lazarus could turn into that monster?" Audrey asked.

"I suppose," The Doctor said, then he looked up at Audrey with a teasing smile. "Nice shoes by the way."

She was sure he was referring to her heels and the fact that they were unreasonably high for someone who spent ninety percent of their time running away from monsters.

"Listen, if you stopped regenerating into literal _giants_ I wouldn't need to wear heels to compensate."

Audrey, while happy for the brief distraction from the situation at hand, felt her heart skip a beat when the machine was lit up with a blue light and began to make a mechanical whirring noise.

"Please, please tell me he hasn't switched it on," Audrey muttered. "Oh God, I don't want to turn into a freaking scorpion thing."

"Well, I was hoping it was going to take him a little bit longer to work that out."

"I don't want to hurry you, but-"

"I know, I know. Nearly done."

"What exactly _are_ you doing?" Audrey questioned. She could tell the Doctor was doing his best to hurry, but she could feel the static electricity in the air and she was beginning to worry.

"I'm trying to set the capsule to reflect energy rather than receive it," The Doctor explained.

Audrey nodded, "And that'll kill him, yeah?"

"When he transforms, he's three times his size. Cellular triplication. So, he's spreading himself thin."

From outside, a blast of energy was expelled from the machine. Audrey thought it must've had some effect on Lazarus because she heard a loud thump and then a whine that sounded a little more human than the creature had before. Hesitantly, the pair of them stepped out of the machine.

"I really thought we were going to turn into a giant scorpion monster there for a second," Audrey admitted.

"Really shouldn't take that long just to reverse the polarity. I must be a bit out of practice," The Doctor remarked, looking back at the machine in thought.

Their eyes soon trailed over to Lazarus, who was now back in his human form and lying naked on the floor. Audrey approached him carefully, nudging his shoulder with the tip of her shoe to see if he would respond. When he didn't, it became clear to them that whatever the Doctor had done to the machine had killed him after all. If the circumstances had been different, Audrey thought she might have felt bad for the professor.

"Oh, God. He seems so human again. It's kind of pitiful," Audrey said.

The Doctor frowned sadly, "Eliot saw that, too. 'This is the way the world ends. Not with a bang, but with a whimper.'"

Emergency services came into the building and hauled Lazarus away on a stretcher. The Doctor and Audrey followed a little bit behind them, soaking in the events that had happened as they held onto one another tightly.

There was always a moment after adventures, Audrey thought to herself, where it seemed like they were both realizing all the danger they had been put in and where it all finally sunk in. In that moment, they usually grabbed onto to the other in some way, usually by holding hands. Each time there was a silent understanding, words that passed between them without having to say anything. A simple moment that read, 'I'm sorry, I'm glad you're okay, I'm so thankful we made it out together' all at once without a single word.

"There they are!" Martha's voice rang out. "Thank God!"

Martha ran over to them, the rest of her family lingering unsurely behind her. Martha threw her arms around Audrey and the Doctor, both of them reaching up to hug her back. The Doctor's eyes wandered over to the rest of the Jones family as he pulled away from Martha.

"Ah, Mrs. Jones. We still haven't finished our chat," The Doctor said, a bright grin on his face. It was quickly wiped away, however, when Martha's mother reached out and slapped him hard across the face. Audrey's eyes widened as she stepped in between the Doctor and Francine.

"Martha, I know she's your mother, but…" Audrey trailed off in a warning tone as she settled for glaring at the older woman.

"Keep away from my daughter," Francine told the Doctor and Audrey both.

"Mum, what are you doing?" Martha cried out in surprise.

"All of the mothers, every time," The Doctor whined, looking down at Audrey.

She rolled her eyes and pat him on the chest, "You'll be fine."

"They're dangerous!" Francine hissed, turning back to look at Martha. "I've been told things."

"What're you talking about?"

"Look around you. Nothing but death and destruction."

Although it wasn't the first time someone had said that, and Audrey knew it sure as hell wouldn't be the last, it still stung. It didn't always matter that they saved the day in the end, at least not to everyone. Audrey couldn't deny that death and destruction did follow them wherever they seemed to go. And they tried, they really did, but sometimes they couldn't help it. There were always people that got caught in the crossfire, always collateral damage that they didn't account for. So, in a way, Audrey understood where Francine was coming from. If she had a child, she wouldn't want them anywhere near a life like this.

Yet, Martha, ever the good person who wanted to see the best in it, was quick to defend her friends. Even if that meant going against her mother.

"This isn't their fault. They saved us, all of us!" Martha shouted, batting her mother's hands away from her when she attempted to calm her down.

"And it was Tish who invited everyone to this thing in the first place. I'd say technically, it's her fault," Leo reminded everyone, which earned him an elbow in the side from Tish.

There was a loud crash coming from the direction of the street the ambulance had headed off down. The Doctor and Audrey were quick to react, both of them perking up and turning to look in that direction. It was the Doctor who ran off to investigate first and Martha looked over to Audrey in question. Audrey gave her an apologetic look in response.

"You do what you think is best, but he's all I have. I'm sorry," Audrey told them before she darted off as well. She thought she could hear the Jones family squabbling over it as she left, but she tried to tune it out.

She ran through the streets only stopping when she came across the ambulance that had stopped in the middle of the road. Its back doors were hanging open, showing her the scene of several desiccated bodies of the EMTs that had wheeled Lazarus' body out of the building. The Doctor was standing in front of the ambulance with a grim look on his face.

"Lazarus, back from the dead."

"Based on our track record, we should've known."

"Where's he gone?" A new voice inquired. Both of them turned around to see Martha and Tish making their way towards them.

Audrey pulled out her sonic screwdriver and scanned the area around them, the whirring device led her to the edge of the sidewalk and she glanced up at the building in front of her.

"The church?" Audrey questioned. "It's a bit late for repenting, don't you think?"

"Cathedral," Tish corrected offhandedly, drawing the attention of the rest of them. "It's Southwark Cathedral. He told me."

Audrey led the group as she used her sonic screwdriver to track Lazarus through the building. They shuffled through the doors one by one.

"Do you think he's in here?" Martha asked.

"Where would you go if you were looking for sanctuary?" The Doctor replied.

Quietly, they headed down the aisle in the direction of the altar. Something that sounded almost like dry heaving could be heard as they drew closer to the altar at the front of the church. They rounded the edge of it cautiously to find Lazarus huddled in a ball, wrapped in a piece of red cloth.

"I came here before, a lifetime ago. I thought I was going to die then. In fact, I was sure of it. I sat here, just a child, the sound of planes and bombs outside," Lazarus murmured.

"The Blitz," the Doctor supplied.

"You've read about it."

"We were there."

By now, Audrey didn't even blink when she heard this. A part of her mind, the part conditioned to protect the secrets of the future, screamed ' _spoilers',_ but the bigger part of her just didn't care anymore.

Lazarus glanced between the two of them, "You're too young."

"So are you," the Doctor countered lightly.

Lazarus laughed before his whole body was seized with another spasm that caused him to choke on his words, "I-In the morning, the fires had died, and I was still alive. I swore I'd never face death like that again. So defenseless. I would arm myself, fight back, defeat it."

"That's what you were trying to do today?" the Doctor wondered.

"That's what I _did_ today," Lazarus growled. After all this time, protecting the legacy of what he had done was more important to him than anything else.

"And the people you killed in the process?" Audrey prompted. "Context for your actions doesn't excuse them, you can explain why you did and it'll still be wrong."

"They were nothing. I changed the course of history," Lazarus argued.

"You don't get to prioritize one life over another. Any of them could have changed history just as much or even more so than you did. But we'll never know now, because you didn't give them the chance," Audrey spat. "You'd rather sacrifice them for the chance of you being remembered."

"Facing death is a part of being human. You can't change that," the Doctor pointed out to Lazarus.

"No, Doctor. Avoiding death, that's being human. It's out strongest impulse, to cling to life with every fiber of being. I'm only doing what everyone before me has tried to do. I've simply been more…successful."

At that moment, Lazarus' spine cracked, and he arched upwards with a groan.

"Look at yourself!" the Doctor urged. "You're mutating! You've no control over it. You call that a success?"

"I call it progress. I'm more now than I was. More than just an ordinary human."

"There's no such thing as an ordinary human," the Doctor disagreed, sparing a glance back at the three women that stood behind him. All of them were so different, with different personalities and strengths and thoughts, but they were all so very human at their core, and absolutely incredibly in every way.

"He's going to change any minute now," Martha whispered to the Doctor as she eyed a convulsing Lazarus.

"I know. If I can get him up into the bell tower somehow, I've an idea that might work," the Doctor responded.

Martha glanced upwards, "Up there?"

The Doctor walked around to the front of Lazarus, drawing the man's attention to him, but Audrey could see that the wheels were turning in the Doctor's head. He might be talking with Lazarus, yet his brain was entirely focused on formulating a plan.

"You're so sentimental, Doctor. Maybe you are older than you look," Lazarus said.

"I'm old enough to know that a longer life isn't always a better one. In the end, you just get tired. Tired of the struggle, tired of losing everyone that matters to you, tired of watching everything turn to dust. If you live long enough, Lazarus, the only certainty is that you'll end up alone."

"That's a price worth paying."

"Is it?"

"I will feed soon," Lazarus said to the Doctor.

The Doctor shook his head, "I won't let that happen."

"You've not been able to stop me so far," Lazarus reminded the Doctor smugly.

Meanwhile, Audrey had a plan. Well, sort of a plan. OK, the plan wasn't great, Audrey had to admit, but they were running short on time and it was something.

"Hey! Come on, old man. I thought you had a taste for fresher meat," Audrey taunted from the bottom of the stairs. She succeeded in gaining Lazarus' attention as he snarled in her direction. The Doctor was focused on her now as well.

"Audrey, no," the Doctor tried to warn her.

"Worried you can't keep up?" Audrey jabbed and that was what made Lazarus snap.

With a roar of anger, Lazarus lunged at her and Audrey turned to run up the stairs. When she heard two pairs of footsteps trailing after her, she looked over her shoulder and was greeted by the faces of Martha and Tish.

Audrey sighed in exasperation, "What are you two doing?"

"Keeping you out of trouble!" Tish responded.

"Doctor! The tower!" Martha shouted.

Now, Lazarus was too consumed with chasing after them that he was oblivious to anything the Doctor was trying to do in regards to stopping him. Audrey couldn't see what he was doing exactly, but she had enough faith in him that she assumed it would save them in the end.

There was a thud at the bottom of the stairs and a series of cracking noises that made all three girls stop in their tracks.

"Did you hear that?" Tish whispered.

"He's changed again. Come on, girls. We have to keep moving," Audrey said, taking them both by the hand as she encouraged them to keep moving.

As they were running, Audrey could hear the Doctor shouting out to them from down below. She ignored him at first, hoping he'd go back to what was important at hand.

"Girls? Audrey!" The Doctor shouted up the tower.

"Oh, stop your fussing!" Audrey yelled back. "I'm right here!"

"Take him to the top. The very top of the bell tower, do you hear me?"

"Up to the top. Gotcha."

"Then what?" Martha questioned.

Audrey shrugged, "Right now, I'm focused on the 'get to the top' part of the plan."

The three girls tried their best to ignore the sound of Mutant Lazarus drawing in closer, which was easier said than done. Finally, they burst through the door that led to the bell tower, coming to a stop at the wooden barrier that encircled the drop down to the ground floor.

"There's nowhere to go. We're trapped!" Tish exclaimed.

"This is where he said to bring him," Martha pointed out.

"All right, so then we're not trapped. We're bait," Tish conceded sarcastically.

"He knows what he's doing," Audrey said confidently before adding quietly to herself, "I hope."

Tish, however, heard it and turned to Audrey with an incredulous expression, "You hope?"

"Just trust me, all right?" Audrey said.

In that moment, Mutant Lazarus crawled through the doorway, eyeing them with a smug expression of a predator who knew he had caught his prey.

"The two of you get behind me. If he gets me, you should have just enough time to make it down the stairs," Audrey instructed. She forcibly maneuvered herself in front of them, feeling the girls latch onto her arms in fear.

"But-"

"Don't argue with me, Martha Jones."

Lazarus attempted to climb over the bannister to reach them, but he lost his balance and pitched forward. At the last second, he caught himself on the wooden bar, his tail flailing in the air near their heads. Someone, Audrey couldn't pinpoint who, let out a frightened scream. It seemed to occur to Lazarus that they were too far for him to reach so he settled for thrashing his tail around the room with hopes of hitting one of them.

First, he hit the wooden bannister, causing part of it to break away from the rest and fall to the floor below the bell tower. Audrey looked down at the looming drop before her, distracted for just a second too long. She felt something heavy hit her in the back of the head, causing her to fall forward.

"Audrey!" Martha screamed.

Just in time, Audrey managed to grab onto the ledge with both hands. Her shoulder, the one that was still healing from the gun shot, was screaming in protest and urging her to let go. At that moment, her brain irrationally reasoned that nothing could be worse than this pain, not even a lethal fall to the ground below. Out of all the chaos and anguish, Audrey could hear the sound of an organ playing in the distance.

"You better have a plan, Doctor!" Audrey yelled, her voice cracking in pain.

Lazarus perched himself on the remaining bit of the bannister, leaning over it so that he could get closer to Audrey's dangling form.

"Get away from her!" Tish protested.

The noise began to grow louder and louder until Audrey was wincing from the volume of it. It wasn't anything to compare to the way her hands were slowly slipping from the ledge or the way panic was setting in the closer Lazarus was getting.

Before he could drain her, though, his whole body froze and seethed as it reacted to the loud music. Audrey was so focused on holding herself up that she didn't even notice that Lazarus had fallen until she heard him hit the ground. Once that noise sounded and the organ stopped playing, she felt Tish and Martha grab a hold of her arms and she knew it was over.

"Audrey!" Martha said.

"We've got you. Hold on," Tish soothed.

"Audrey?" The Doctor called, worried. Audrey didn't know where he was exactly, but she figured he couldn't see what had happened to them and was going off what he had heard. To reassure him that it was Lazarus that had fallen and not Audrey, Martha replied to him.

"She's okay!" Martha called. "We're all okay!"

All three girls collapsed against the wall in exhaustion. Audrey was cradling her injured arm and trying to hold back the cry of pain.

"Thanks," Audrey told the two women by her side.

"It's your Doctor you should be thanking," Tish said, leaning her head against Audrey's shoulder.

"I told you he'd think of something," Martha said as she wrapped her arm around Audrey's shoulders in comfort.

"He cut it a bit fine there, didn't he?" Tish laughed. At this point, they were all laughing at the sheer absurdity of the everything, including the fact that they'd survived.

"Oh, he always does. He thinks it's more fun that way," Audrey said.

"Who is he?" Tish wondered, looking towards Audrey and Martha for an answer. Martha seemed lost for words, maybe it was the situation or maybe she just didn't know how to explain to her sister.

"The Doctor," Audrey said finally with her lips curled into a tired grin. "He's the Doctor."

The girls met up with the Doctor at the bottom of the stairwell. Martha was the first person to emerge and the Doctor ran over to sweep her into a hug, glad to see that she was alright after all.

"I didn't know you could play?" Martha said as she pulled away. The Doctor's eyes were fixed at a point over her shoulders. He watched as Tish appeared in the doorway of the stairwell and he shot her a smile as well.

"Oh, well, you know, if you hang around with Beethoven, you're bound to pick a few things up," The Doctor remarked distractedly. While he had made sure Martha and Tish were alright, there was one more person missing.

"Especially about playing loud, hm?" Audrey's said. The Doctor heard her before he saw her, but a second later she was coming out of the stairwell too. It was clear she was tired and favoring one arm slightly, still she seemed otherwise unharmed which made him relax.

The Doctor pretended like he hadn't heard her, "Sorry?"

Audrey smiled at him and soon they were hugging. It wasn't clear who had moved towards who, more like they just gravitated towards each other naturally. Audrey guessed that always seemed like it was the case. She didn't mind though. She'd face a thousand old men disguised as scorpion monsters if it meant this is where she found herself in the end.

Back in Martha's apartment once again, the Doctor and Audrey standing in front of the propped open TARDIS doors. They had ended up in the same place that they had started, except this time Audrey had a better understanding of what was happening. It was clear that no one wanted this to be a 'one adventure' deal, but no one was admitting it.

Audrey knew that she couldn't force them to see the light in this situation. She wasn't always going to be here with them, so she knew they both needed to admit it to each other on their own. Well, maybe she could push them in the right direction, just a little.

"Something else that just kind of escalated, then," the Doctor said.

"I can see a pattern developing," Martha remarked. "You should take more care in the future. And the past. And whatever other time period you find yourself in. Audrey, you'll take care of him?"

Audrey smiled, "Always do."

"And you, Doctor? You'll take care of her?" Martha asked.

"I've got her back and she's got mine," the Doctor parroted. Martha smiled fondly at the familiar words.

"You've been incredible, Martha Jones. I don't know how we'll survive without you," Audrey said to the girl and it was absolutely true. Martha was so insanely intelligent and kind and everything else Audrey could've wished for in a friend.

"It has been fun, hasn't it?" the Doctor commented. When Martha agreed, his face lit up. "So, what do you say, one more trip?"

Confliction was written across Martha's face as plain as day. Audrey knew how badly she wanted to say yes, but she didn't. It was clear the Doctor hadn't expected her to deny the trip either because his face fell and he instantly tried to convince her.

"What do you mean? I thought you liked it?" the Doctor questioned.

"I do, but I can't go on like this, 'one more trip'. It's not fair."

"What're you talking about?"

"I don't want to be just a passenger anymore. Someone you take along for a treat. If that's how you still see me, I'd rather stay here."

The Doctor nodded, "Ok, then. If that's what you want."

Martha raised her eyebrows at that and then looked between the Doctor and Audrey. Clearly, she had expected them to fight for her to stay with them more than this. She huffed in anger and in hurt before turning her back to them.

"Right. But we've already said goodbye once today. It's probably best if you just go."

After a moment of no one moving or saying anything, Audrey coughed in an attempt to hold back the laugh that was threatening to spill out. These two were so dense!

"What is it?" Martha asked.

"What? I said okay," The Doctor said defensively.

"Sorry?"

"You two, I swear," Audrey said, pinching the bridge of her nose. "Just say you both want the other person to stick around and hug it out, my god!"

Martha looked between the pair and then towards the TARDIS, which the Doctor motioned to with a flick of his head.

"Oh, thank you, thank you!" Martha said excitedly once she caught onto what they meant. Immediately, she had thrown herself at the Doctor and Audrey for a hug, which was gratefully accepted.

"There we go, we've hugged it out, now can you both get your asses in the TARDIS. It's been a long day and I just want to go to sleep," Audrey muttered as she pulled away from the two of them.

Martha smiled, "This is amazing!"

"Well, you were never really just a passenger, were you?" the Doctor said.

The three of them shared a look, one that was full of hope and excitement for the adventures to come. Sure, it was dangerous, and it didn't always work out for them the way they wanted, but Audrey knew that she'd have Martha and the Doctor at her side. And, when she was gone, the Doctor wouldn't be alone. Audrey felt better knowing that when she disappeared, the Doctor had someone to keep him safe and there's no one she trusted more with that job than Martha Jones.

* * *

 **Question:** If you could ask Audrey one question, what would it be?

I'm going to reply to them at the beginning of next chapter like always, BUT in character. So, if there's any question you have for Audrey, leave them in the comments section and we'll see what she has to say I guess lol.


	31. Cold War - Part 1

Helloooo my lovelies! I originally wasn't going to post this chapter until tomorrow but today's my birthday so I thought 'what the hell' and decided to give you guys a little present! I'm really excited to get your feedback for this chapter because it's one I'm really proud of and I really liked writing it. Speaking of feedback, I loved your guys' replies to last weeks chapter. Is the character Q&A thing something you guys would like to see more of in the future and, if so, who would you like it to feature?

 **Replies to Comments:**

 **bored411** : I'm glad you enjoyed it! Hope you have a good day and enjoy this next chapter!

 **lautaro94** : Thank you, I'm glad you liked it and that you like Audrey! Hope you have a good day and enjoy this next chapter!

 **Fakira** : You're here! I'm sorry you're so tired, I hope you enjoyed your nap and are more rested lol. The machine part was my favorite to write, I think because I like seeing how they can be in danger but they're still goofy and teasing with each other because that's just the way their dynamic works, especially with Ten and Audrey. Anyways, hope you have a good day and enjoy this next chapter!

 **Pastel-Potatos** : I'm glad you liked those bits! They're honestly my favorite parts to write because I think that sums up their relationship so much, they're really adventurous and crazy and they have no sense of when is the right time to be flirting. Hope you have a good day and enjoy this next chapter!

 **PrincessMagic:** I'mglad you enjoyed it! Hope you have a nice day and enjoy this next chapter!

 **Audrey's Q &A Corner:**

 **lautaro94:** Oh, you're really trying to get me in trouble aren't you, you sneaky little thing. He's going to be so pouty if he ever reads this! Have you ever tried to deal with an egotistical time lord who feels the need to compete with _himself? ..._ no? Oh, well, I guess you're right, that's kind of me-specific issue. What was the question again? ( _Who is your favorite Doctor?_ ) Oh, yeah, right. My answer is: they're all the same person. Sure, the whole 'different face and different attitude' thing is distracting, but at his core, the Doctor is always the same. He's still adventurous, he's still brave, he's still curious, he's still kinder than any person I've ever met. I think those are the most important things about the Doctor, what makes him who he is. Each Doctor (the ones I've met so far at least) have different habits and different faces and different attitudes, but they're all him. Thanks for your question, hopefully it didn't seem too much like a cop out!

 **Fakira:** Yes, we've got an easy question that has no possibility of me getting in trouble for my answer! It's simple really, the Doctor is my best friend. I never actually had a best friend growing up, so it's kinda new to me to have a person in my life that I'd trust with everything I have and who I care about more than anyone else. I am thankful, though. This life is hard, but having the Doctor in it makes it so much brighter. As for how I'd describe him... that's the hard part. The Doctor is simultaneously a simple and complicated man. Whenever I think of the Doctor, the first thing that comes to mind is that he's kind. Like, honestly, this man is too good for the world. He always wants to save everyone, even if they're the bad guy, and he has so much compassion for every single person. I've been lucky to call him a friend because, despite how confusing the situation is, he always tries to make me feel comfortable with this life that I've fallen into. Sure, we have our bumps but that's normal. I can genuinely say the Doctor is the greatest person I've ever met...Oh god. No one show him this okay? I can't have him getting a bigger head than he already does, soon he won't even be able to fit it through the TARDIS doors.

* * *

When Audrey had started to be pulled away without any signs of a headache, she thought it was nothing short of a miracle. Crippling pain every time she jumped was taking a considerable toll on her. It was only when she landed, and felt all that pain hit her in one giant wave, that she realized it was a curse in disguise.

 _I think I prefer it the other way,_ Audrey admitted to herself as she rubbed her temples to ease the ache. At least when she was in pain as she was leaving, the Doctor was there to remind her it was only temporary. Upon arriving here, she was alone and cold and not in the mood to be dealing with a headache like this one.

"Jesus, it's freezing," Audrey muttered to herself.

She still wore her dress from the event at Lazarus Laboratories but had, thankfully, changed into flats when she arrived in the TARDIS. She had been about to change out of her dress as well, but the universe evidently had different plans for her. It's not like whatever force that decided where she was pulled to next _cared_ if form-fitting dresses were impractical attire for adventures.

"Now, where am I?" Audrey wondered. Looking around, she could tell that she was in some sort of storage area. Crates were piled around her, each of them stamped with an insignia she was too far away to read. Judging by the sounds in the air, she was on some sort of ship, be it a spaceship or a regular one.

Suddenly, the sound of footsteps reached her ears. Audrey brightened, thinking it must be the Doctor, and was disappointed when another man came stomping down the hallway, looking quite like a moody child. He stopped when he spotted Audrey and his expression changed from irritated to defensive. When Audrey realized he was decked out in a military uniform, she paled.

"Who are you?" He demanded.

"Er…" Audrey trailed off, laughing nervously. "Well, good question."

The man's eyebrows shot up, "Your accent. You're an American."

Without any warning, he seized her arm and began pulling her down the hallway that he had just come from. The only reason that Audrey hadn't pulled away or snapped his wrist for touching her was because of the initial shock and offense she took to his previous statement.

"Hey, hey! Hands off," Audrey snapped as she tugged her arm away. The man looked surprised that she could even manage such a thing. Audrey glared, "I know we've done some questionable things in the past, but last time I checked it wasn't a crime to be American."

The man bristled, looking ready to pounce on her if she gave him any further trouble. Audrey's eyes darted to a spot behind him where the insignia was printed on a wooden crate. This time it was close enough for her to make out. It took her a moment to call the name to mind, especially since history had never been her strong suit, but when she realized, she let out a groan of annoyance.

"Oh, no. Tell me you're not," Audrey whined, more annoyed than frightened. She looked back to the soldier, seeing that he had the same insignia stamped on his uniform. "Great. Fantastic. An American on a Soviet submarine in the middle of the Cold War. This should be fun."

The control room was filled to the brim with soldiers when Audrey was dragged in by the man who had found her. An older man, maybe in his late fifties, was giving orders and Audrey assumed this must be the Captain. If the obvious leadership status wasn't enough, she could tell by the way that she was shoved towards him when she was brought in.

"Stepashin," The Captain acknowledged, giving a name to the man, "What's this? A stowaway?"

At those words, every man in the room turned to stare at Audrey. She could understand their confusion, considering she was wearing an evening gown that was no doubt inappropriate for this time period.

"She's an American, sir. An American spy."

"A spy?" The Captain repeated. Then, he turned to Audrey with narrowed eyes. "Is this true, girl?"

Audrey tilted her head to the side, mustering the sweetest smile she could, "Would you believe me if I said no?"

The answer to that question was no, they would not believe her.

Audrey should've seen this coming. The one day that she leaves her sonic screwdriver at home, the one day she thinks _nah, I'm not going to need this,_ that is the one day that she winds up in handcuffs.

She huffed moodily, glaring at them all from where she sat on the floor. Honestly, they didn't even have the decency to give her a chair. The only seats had been by the controls and they didn't trust her to be anywhere near them, even if she had no idea what they did. Then again, they did think she was a spy intent on killing them or ruining some plan of theirs. _Still_.

It wasn't helping her considerably bad mood that everyone in the room, besides her, was carrying a gun. Audrey could feel the panic in her chest spike a little bit more every time one of them moved too suddenly or got too close. She didn't like other people having guns around her, they made her uneasy.

Whenever her mind began to wander to less safe topics, she could remember the feeling of holding a gun in her hand; the way her hands shook, the way they held it so tightly that it bruised her palms.

 ** _I'll kill you. If you don't do it, I'll kill you._**

She pressed her hands flat against the floor as hard as she could, hoping to rid herself of the voice. She didn't stop until her bones threatened to break and tears welled up in her eyes.

Stepashin took the discomfort as a sign of guilt. He was giving her smug looks every time the Captain, Zhukov, had his back turned. Audrey thought it was incredibly childish (and she definitely did not stick her tongue out at him in response) but after a while of sitting there, she had pieced together that 'ol Stepashin wasn't a big fan of the whole 'Cold War' deal.

 _Bastard,_ Audrey spat in her mind along with many other colorful words that she wanted to shout.

"What're we going to do with her, sir?" Stepashin questioned, for what might've been the fourth time, "Shoot her?"

Zhukov looked back at her, "We wait."

Stepashin wasn't in a position to question this so he moved back to the sidelines. Audrey was hoping that she would have the opportunity to deck him in his oh-so smug face, and she didn't have to wait long for the opportunity.

There was a loud groan of metal from somewhere in the ship, followed by the scream of a man. Then, the control room burst into chaos.

Soon, there was water flooding all over the ship as they began sinking fast. No one knew what had happened or what had caused the attack. Audrey didn't miss the few panicked looks that were sent her way, as if she had something to do with it.

"Alarm! Alarm!" Stepashin shouted over the sound of the running water. "Hold the bridge, port side."

"Evasive maneuvers!"

"Descending to two hundred meters."

"We're under attack!" A man screamed as he ran into the control room.

"From what?" Audrey questioned. She was still cuffed, but no one had been paying much attention to her, which allowed her to move freely about the room. She was soaked from head to toe because of the water that was spurting out at all sides of the room.

"I don't know! God save us," The man muttered, looking terrified.

Audrey tried to move forwards, but was thrown to the side as someone knocked into her roughly. She went down, slamming her forehead into the control panel. She could feel the skin split open as a decent size gash marked her skin. Without even looking up, she knew it must've been Stepashin, the asshole. Warm blood trickled down her face and staining the front of her white dress.

"Motherf-" Audrey began to swear before she heard a familiar wheezing sound. She whirled around to see the TARDIS starting to materialize. The doors swung open to reveal the Eleventh Doctor in a pair of dark sunglasses.

"Viva Las Vegas!" He cheered. Then, the submarine gave a shudder and he was flung forwards, along with a young woman in a dress. The Doctor caught himself on the control panel, reaching out to steady the woman by his side.

"Oh, how nice of you to show up!" Audrey exclaimed, "We're having a grand time, let me tell you."

The Doctor's eyebrows knit together in confusion, "Audrey?"

Her outfit was the first thing he noticed and she could see the beginnings of recognition in his expression before he was distracted by the blood that stained the white fabric. Panic filled eyes roamed over her body in search of the injury, finally landing on her split open forehead. It stung pretty badly, but Audrey knew it wasn't bad enough to worry about right now.

"Who's this?" Audrey asked. Next to the Doctor, there was a short, brown haired woman who still looked shocked from the landing.

"Clara. Clara Oswald," The Doctor introduced.

"Another friend of ours that I haven't met yet?" Audrey asked and the Doctor nodded.

"Stranger on the bridge!" Stepashin warned the others. This alerted Zhukov, who turned to them with a sharp glare.

"Who the hell are you?" The Captain said.

"Not Vegas, then," Clara said, finally finding her words.

The Doctor shook his head, "No. No, this is much better."

"A sinking submarine?" Clara asked.

"A sinking _Soviet_ submarine," The Doctor corrected, excitedly. When he turned to Audrey, expecting her to be just as enthused, he saw that she was giving him an odd look.

"Sometimes I worry about your sanity," Audrey told him honestly. The Doctor looked down at her as if just realizing something.

"Why are you in handcuffs?" He asked, confused.

"American."

"Oh, not so good."

"Break out side arms. Restrain them!" Stepashin commanded.

"Also, not so good."

"Four ten. Four twenty. Turbines still not responding!" Another man yelled. His eyes were steadily fixed on the control panel. Audrey wasn't sure what most of the readings meant, but it didn't take a genius to pick on the 'we're sinking' message.

"Ah! Sideways momentum. You've still got sideways momentum!" The Doctor told them, using his sonic screwdriver to scan the ship. As he passed by Audrey, he made sure to sonic the handcuffs unlocked. Audrey sent him a grateful look while rubbing her sore wrists.

"What?"

"Your propellers work independently of the main turbines. You can't stop her going down, but you can maneuver the sub laterally. Do it!"

Stepashin ordered for them to be removed from the bridge and a man put his hand on the Doctor's shoulder, ready to drag him away, even though he was their best chance for surviving at this point.

"Just listen to him, for god's sake!" Clara shouted, voicing Audrey's thoughts perfectly.

"Geographical anomaly to starboard. Probably an underwater ridge," The Doctor continued. He was struggling against several men who were attempting to pull him away from the control room. Audrey's hands itched to throw one or two of them into a wall, possibly giving the Doctor enough leeway to get to the controls. However, her mind was telling her that was a very bad idea.

"How do you know this?"

"Look we have just a chance to stop descent if we settle on it. Do it!" The Doctor urged. "Or this thing is going to implode."

"Lateral thrust to starboard, all propellers," Zhukov ordered. When he was questioned by the others, he shouted, "Now!"

"You're going to let this madman give the orders?" Stepashin asked, sounding outraged. Audrey narrowed her eyes at him in a deadly manner. This man was already walking on thin ice, was he sure that insulting the Doctor was the best way to go?

"Oh, would you prefer dying?" Audrey asked, sarcastically, "Because I assure you, that can be arranged."

Zhukov continued to shout orders until the sub gave a jerk to the side and they landed on the ridge. The Doctor wrapped an arm around Audrey's waist to steady her as everyone else lost their balance. The whole ship teetered from one side to the other for a moment before settling.

"Descent arrested at seven hundred meters," The soldiers sighed.

Audrey leaned against the Doctor's side for a moment, letting out a thankful sigh of her own. Being aboard a sinking submarine, that was new. The Doctor ran a hand through his hair and pushed his sunglasses back onto his face.

"It seems we owe you our lives," Zhukov told him, "Whoever you are."

"I'll hold you to that," The Doctor promised, "Might come in handy."

"Search them," Stepashin demanded. The crew looked uneasy as they eyed Clara and then looked back to him. Stepashin rolled his eyes, "Yes, I know. It's a woman. Now search them!"

Clara and the Doctor were pushed backwards as they were searched. Audrey, who had been searched upon arrival, stood back and watched the soldiers apprehensively. She was only waiting for the first sign that one of the soldiers were doing something wrong. The handle she usually had over her anger had been lost after spending several hours on a small submarine with soldiers carrying guns. She felt ready to explode at any given moment.

"Are we going to be okay?" Clara asked Audrey.

Audrey nodded, "Of course."

"Is that a lie?"

"Possibly."

When a soldier's hand nearly wandered too much when searching Clara, Audrey smacked it away and fixed him with a strong glare. The man looked up, not having expected to be caught.

"You're lucky I'm letting you keep that hand," Audrey threatened in a low voice. Clara looked back at them, oblivious to the whole exchange. The man moved away quickly and Audrey gave Clara a small smile.

"Very dangerous time, Clara. East and West standing on the brink of nuclear oblivion. Lots of itchy fingers on the button," The Doctor explained to her.

"Isn't it always like that?" Clara wondered.

Audrey had started to listen, but was soon distracted by the odd things that were being pulled out of the Doctor's pockets. She knew that if they were going to search through every pocket, it was going to take them all day. Bigger on the inside pockets were surely a bitch to search.

"Sort of, but there are flash points and this is one. Hair, shoulder pads, nukes. It's the Eighties. Everything's bigger," The Doctor said. His screwdriver was taken out of his pocket by one of the men and he tried to snatch it back, "I would like a receipt, please."

The man handed the screwdriver to Zhukov, who eyed it curiously, "What is this?"

Before they could get an answer, the submarine shook. Clara lost her balance in the mess of it and Audrey tried to catch her before she hit the ground.

"Clara!" She called. Audrey was a few seconds too late and Clara fell into the foot of water that had gathered on the floor of the ship.

"Audrey!"

"Clara!" The Doctor shouted, before hearing the sound of the dematerializing TARDIS and turning around, "No!No, no, no, no, no, no. No, not now!"

Audrey rushed to where Clara had fallen and pulled the girl out from under the water. She was limp in Audrey's arms which caused the older woman to panic for a moment. The Doctor, after realizing there was nothing he could do to bring back the TARDIS, kneeled down next to Audrey.

"Who are you? Spies? Were you the cause of the crash?" Zhukov interrogated, looking down at the three of them angrily.

"Captain, please. Our friend is hurt, let us help her," The Doctor said, drawing the Captain's attention to Clara. Zhukov looked disgruntled, but he nodded briefly and sent for one of his men to fetch her a coat.

Together, Audrey and the Doctor propped Clara up against the wall. Audrey checked her pulse first, then her airways, and lastly her head for any sign of a wound. When she found nothing that raised immediate concerns, she leaned back and nodded to the Doctor.

"She's fine," Audrey assured him.

"Maybe," He acknowledged, his eyes still swimming with worry, "But you aren't."

His gaze traveled to her forehead and Audrey instinctively raised her hand to feel the area. When she felt the tender skin on the cut, she flinched and let out a hiss of pain.

"Forgot about that," She admitted, "I'll be fine."

"You're letting me bandage it up when we get back to the TARDIS," He told her. The way he said it made it sound like this was a regular occurrence, one that he expected her to fight him on. Audrey sighed and rolled her eyes at him.

"If that would make you feel better, then fine."

The Doctor kissed the top of her head, looking pleased, "It would."

Someone cleared their throat from behind them and Audrey looked up to see a member of the crew holding out a dark blue coat. Audrey took it gratefully and wrapped it around Clara's shoulders. She noticed that the man was still standing there, looking straight at her. Audrey glanced up to see that he wasn't looking at _her_ exactly, but rather down her dress. From this angle, she was sure he was getting a nice view of her cleavage.

Audrey stood up quickly, narrowing her eyes at him, ready to give him a piece of her mind. Before she could, the Doctor let out an angry growl and pulled Audrey closer to his side. The soldier's eyes widened in fright and he hurried in the other direction.

"Wasn't aware that I had a guard dog," Audrey muttered. When the Doctor didn't let her go, Audrey glared down at the arm around her waist, "Do you mind?"

"Yes," The Doctor said. He pulled off his own coat and handed it to Audrey, "Here."

She shook her head, "No, you'll be cold."

"I don't care."

"Well, I do. I'm not having you catch a cold because you're too stubborn to listen. Now, put your jacket back on."

"Audrey. Put on the coat," The Doctor told her, enunciating each word.

"Don't bark orders at me, Doctor," Audrey snapped, "I'm not a child."

"Enough!" Zhukov exclaimed. "Stepashin, get the woman a coat for God's sake."

Barely concealed fear was present in everyone in the room. It seemed that no one wanted to be the one to step towards the two of them, and from the Doctor's possessive glare, Audrey didn't blame them. There was a shuffling in the crowd of soldiers before a coat was passed to the front and handed to Audrey. She nodded to them in thanks and shrugged it on.

"Now. I don't care who you are or what you're doing here, but this is my ship and you will answer my questions. Are we clear?" Zhukov asked.

"Crystal," Audrey drawled sarcastically.

Since Audrey hadn't been with the Doctor when he arrived, Zhukov left her out of most of the questions. The interrogation quickly took a turn for the worst as the Doctor tried to explain what needed to be done to save the sub and Zhukov tried to preserve his authority.

"Captain, we didn't attack your ship out here. Now we need to get the pumps working to get her afloat."

"Yeah, we'll last till the rescue ship comes."

"If it comes," The Doctor corrected.

"Oh, the sinking is just a coincidence, is it?" Zhukov retorted, "Who are you?"

Zhukov raised his hands, as if you push the Doctor, but they never made contact with their target. Audrey wedged herself between the two men and slapped Zhukov's hands away forcefully. The Captain looked down at the woman, amazed by the strength in such a small person.

"No. If you want answers, ask. We are adults capable of civilized conversation," Audrey said, her voice deadly calm, " _Civilized conversation_. Do you know what that means? It means keeping your goddamn hands to yourself."

The Captain nodded once and stepped away.

The Doctor scoffed, "Who's the guard dog now?"

"I will not hesitate to punch you," Audrey warned without looking back at him.

From the floor, Clara began to stir. Audrey helped her stand up and allowed the smaller girl to lean against her side for support.

"All right, Captain, all right," She heard the Doctor say, "You know what? Just this once, no dissembling, no psychic paper, no pretending to be an Earth Ambassador. Doctor, Audrey, and Clara, time travelers. Clara, you okay?"

Clara nodded, "Think so."

"Time travelers?" Zhukov repeated in disbelief.

"We arrived here out of thin air. You just saw it happen."

"I didn't," The professor spoke up.

"Your problem, mate, not mine."

"We were sinking," Clara pointed out, looking around. When she realized that they were still alive and that everyone was relatively calm, her eyebrows drew together in confusion, "What happened?"

"We sank," Audrey replied dully.

"No, what happened to the TARDIS, I mean."

Since Audrey wasn't with them when they arrived, she was lacking context for many things. She had, however, gathered that they were aiming for Vegas and the TARDIS had dematerialized without them in it.

Audrey looked to the Doctor, "Doctor? Care to share?"

"Never mind that," He shook his head, "Captain, breath's precious down here. Let's not waste it, eh?"

"You're right. Maybe I can save a little oxygen by having you three shot!" Zhukov shouted.

"What does it matter how we arrived? The important thing is to get-" Clara was cut off as the sound of a loud hiss could be heard throughout the hall, "Out."

The Doctor had not heard the noise and had continued on, "Exactly! Number one priority, not suffocating."

All their eyes widened as they stared at the creature behind the Doctor. It was taller than all of them and dressed in what seemed to be an alien armor of sorts. Everyone, save Audrey, took a step back from the Doctor. The Doctor took their fear as a sign that they were seeing the sense in his words and he visibly brightened.

"Ah. Oh, thank you. Finally seeing sense. Now, what sort of state is the sub in?"

"Doctor," Clara cut in sharply.

"What about the radio? Can we send a-"

"Doctor!"

"What!" He shouted. There was another hiss, this time the Doctor froze, "What is that? Gas? Could be gas."

"You. Over here, now," Audrey demanded, dragging the Doctor by the arm so that he was a safe distance from the creature.

He looked down at her. "What are you-"

" _Look."_

The Doctor turned to look over his shoulder, finally laying eyes on what everyone else had been seeing. His eyes lit up in recognition as he smiled nervously.

"Ah. It never rains but it pours."

"We were drilling for oil in the ice. I thought I'd found a mammoth," The professor explained to them.

"It's not a mammoth."

"What is it, then?"

"It's an Ice Warrior. A native of the planet Mars. And we go way back. Way back."

"A Martian, really?" Audrey questioned. She turned to the Doctor with an amused smile on her face, "All the places we've been and I've never met a Martian. Then, I meet one on a Soviet submarine of all places."

"A Martian?" Zhukov scoffed, "You can't be serious!"

"I'm always serious… with days off," The Doctor said, amending his statement when Audrey scoffed in a way that said she knew differently. The Doctor's attempt at a mood-lightening joke was, however, not well received by those in the room.

"Doctor," Clara cut in, her tone disapproving. Audrey looked over at the woman with a smirk.

 _Oh, I like her. I bet we're going to be good friends._

"Just keeping it light, Clara," The Doctor stage whispered, "They're scared."

"They're scared? I'm scared," Clara responded, annoyed. Sensing that this must be one of the first adventures the woman was going on with the Doctor, Audrey reached out to take her hand. Clara kept her eyes on the creature, gaze unwavering, but Audrey could feel her squeeze her hand.

Stepashin lunged forward and pointed his pistol at the Ice Warrior. In retaliation, the Ice Warrior raised its own weapon, a device that was connected to the arm of his armor, and a whirring sound told them he was ready to fire. The Doctor hurriedly tried to put an end to the conflict.

"No, no, no, no, no, no! Please, please. Wait, just. There is no need for this. Just hear me out," He reasoned, "You're confused, disoriented. Of course, you are. You've been lying dormant in the ice for, for, for how long? How long, Professor?"

"Er…by my reckoning, five thousand years," The professor stammered, uneasy with being put on the spot so suddenly.

"Five thousand years? That's a hell of a nap. Can't blame you if you've got out of the wrong side of the bed. Look, nobody here wants to hurt you.'

The Ice Warrior glanced over to Stepashin, who was still pointing his gun. Audrey rolled her eyes, reaching over to snatch it out his grip. Stepashin looked outraged but Audrey shut him up with a look.

"Please, just…Why don't you tell us your name?" The Doctor suggested.

"What are you talking about? It has a name?" Zhukov asked.

Audrey shook her head, "Of course it has a name. Everyone has a name."

"And a rank. This is a soldier and it deserves our respect," The Doctor snapped.

"This is madness. That is a monster!" Zhukov shouted.

"Yes, because that's going to help you. Name calling, like a first grader," Audrey shot back. You'd think that a Captain would have a better sense of diplomacy or just _better sense_ , than to insult the alien that looked like he could snap your neck with two fingers."

"Skaldak," The Ice Warrior replied, speaking for the first time. The crew looked surprised that it spoke, more so that it spoke in words they could understand. At his statement, the Doctor's expression changed into one that worried Audrey slightly.

"What did you say?"

"I am Grand Marshal Skaldak."

The Doctor sighed, "Oh, no."

Audrey was about to ask who 'Grand Marshal Skaldak' was and how the Doctor knew him, when the Ice Warrior arched forward, his armor surrounded by electricity. Skaldak let out a roar before collapsing onto the floor. Behind him stood (no surprises there) Stepashin who held a cattle prod in one hand.

"You idiot!" The Doctor yelled, "You idiot. Grand Marshal Skaldak."

Audrey raised an eyebrow, "You know him?"

"Sovereign of the Tharsisian caste. Vanquisher of the Phobos Heresy. The greatest hero the proud Martian race has ever produced."

"So, what do we do now?" Zhukov questioned. Audrey was slightly surprised that he had given up his 'Alpha Dog' act and was now allowing the Doctor to take the reins on what they were to do next. Then again, she supposed that _he_ didn't have much of an idea on what to do after he learned his ship had been attacked by an alien.

"Lock him up."

* * *

 **Question** : Which chapter/scene would you like to see from the Doctor's perspective and why? (I'm thinking about compiling a few scenes from his POV and putting them in a separate story later on, would you be interested in that?)


	32. Cold War - Part 2

Replies to Comments:

bored411: Thank you, hope you enjoy this next chapter!

Fakira: That's good news about the napping part lol! I'm glad that you were happy with the answer to your question and it makes me happy to know that you look so deeply into things. And the flashback! There haven't been many lately because Audrey's been so involved in her new life that she's started to move on from the past, BUT after all the stressful things that have been happening, she's definitely going to find out that she hasn't actually healed over the events that occurred in her universe. I'm definitely excited to write the kiss scene from the Doctor's perspective as I think he was feeling a lot of emotions at that moment, but different ones than Audrey. I think the book of the Doctor's POV will be later in the story or once it's over and will show their story together going along the Doctor's linear timeline instead of Audrey's. Don't worry, long comments are the best. Have a nice day and I hope you enjoy this next chapter!

Guest: Aw, lovely! This is one of the sweetest comments I've gotten so far. I'm so touched that you would check in that often to see if I've posted and I'm glad you like this story! Thank you so much :) Hope you have a good day and enjoy this next chapter!

* * *

Audrey, Doctor, and Clara sat in a small room as Zhukov conferred with his men over whether or not they should listen to the Doctor. Since they weren't sure if they could be trusted on their own, Professor Grisenko was left behind to supervise. When the idea had been proposed, Audrey had laughed. She didn't think that the professor could do much damage if they _had_ been planning something Plus, leaving a defenseless man in the hands of the people you thought were foreign hostiles would only allow them the opportunity to create a hostage situation.

"Here you go," the Professor said, handing the Doctor a small white box. When Audrey got a better look at it, she realized it was a med kit. The Doctor thanked the man before waving Audrey over to him.

"You said you'd wait until we got back to the TARDIS," Audrey said, accusingly.

"Yeah, well, I lied."

"I'll be fine, Doctor. Honestly," Audrey protested as he began dragging her over to a chair.

"Hush. It'll only take a minute."

Audrey was forced into the chair as the Doctor knelt down in front of her and opened the med kit. Audrey crossed her arms over her chest moodily, but didn't argue any further. He set to work on cleaning the blood off her face first. Most of it had been washed away by the water, but there was still some around the cut itself. Unfortunately, the stains wouldn't be as easy for Audrey to clean out of her dress once this was all over.

"We're running short on time here," Audrey pointed out. "Is this really that important?"

"Yes," He answered shortly, pulling a clean bandage from the box.

Audrey's eyes narrowed, "You're not going to listen, are you?"

"No."

"Are you going to keep giving me one-word answers?"

"Maybe."

A grin stretched across the Doctor's face at his cheesy reply. Audrey bit the inside of her cheek to prevent herself from sharing in his smile, but the moment her lips turned up the slightest bit, the Doctor pointed at her with a triumphant look. Audrey cracked a moment later and a small laugh left her lips.

"You're an idiot," Audrey said to him, shaking her head. "And I hate you."

"Yes, I am," The Doctor said, finishing up his work. He pressed a kiss to the top of her head, "And, no, you don't."

Clara watched the pair in amusement and, strangely enough, fondness. She hadn't known them for very long, but it only took brief moments such as this one to see how much they meant to the other. It was in the way they finished each other's sentences, in the way she'd seen them work in perfect sync, or in moments like these. The ones where Audrey would say 'I hate you' and the Doctor would smile like it was the best thing he could ever hear, as if the words had some meaning that Clara wasn't aware of. When she saw the Doctor's expression, she knew they must.

When Zhukov and Stepashin came into the room, Clara was surprised to see how quickly Audrey and the Doctor retreated back into a 'down to business' attitude, but she could still see their hands interlocked tightly.

"What does Skaldak want?" Clara questioned, mentally reminding herself this was the real reason they were all here.

"The Ice Warriors have a different creed, Clara. A different code," The Doctor explained, "By his own standards, Skaldak is a hero. It was said his enemies honored him so much, they'd carve his name into their own flesh before they died."

"Oh, yeah. Very nice. He sounds _lovely,_ " Clara responded.

"An Ice Warrior? Explain," Zhukov demanded.

The Doctor shook his head, "There isn't time."

"Try me."

"Martian reptile known as the Ice Warrior. When Mars turned cold they had to adapt. They're bio-mechaniod. Cyborgs. Built themselves survival armor so they could exist in the freezing cold of their home world, but a sudden increase in temperature and the armor goes haywire."

"Like with that cattle prod thing," Audrey realized.

"Like with that cattle proud thing," The Doctor agreed, "Bit of a design flaw. To be honest, I've always wondered why they never sorted it. Oh look, you've got me telling you about them and I said there wasn't _time_."

"Is he that dangerous?" Clara asked in decisive way that had everyone turning their eyes towards her. Audrey looked towards her somewhat proudly. At least someone around here was asking the right questions.

"This one is," The Doctor answered.

"Why are we listening to this nonsense, Captain? These people are clearly enemy agents," Stepashin cut in. It seemed that no matter the dangerous situation they were in, Stepashin was still intent on using all of his energy to insist they couldn't be trusted.

"Huh?" Clara asked, confused.

"Spies, Captain," Stepashin clarified, side-eying Audrey. "Like the girl."

Both Clara and the Doctor turned to look at Audrey with a silent question. All they knew is that she had arrived before them and done something that put her in handcuffs, but why did the Russians think she was a spy?

"It was the accent. Knew that'd get me in trouble one day," Audrey commented. With all the time they seemed to be spending in the UK or in points of history where being American wasn't exactly the safest, you'd think that Audrey would learn how to imitate a British accent.

"Pretty bad spies, mate. I don't even speak Russian," Clara said, amused.

"What?" Stepashin asked.

"I don't-" Clara started to repeat before something dawned on her and she turned to the Doctor, "Am I speaking Russian? How come I'm speaking Russian?"

"Now? We have to do this now?" The Doctor whispered.

"It's the TARDIS translation matrix," Audrey explained, remembering what Rose had told her when they met Reinette.

"Are they speaking Russian?" Clara questioned her.

Audrey nodded slowly, "Yes, they're Russians."

"In my opinion, Comrade Captain, this creature is a Western weapon," Stepashin told Zhukov confidently.

Audrey's attention was drawn to professor Grisenko as his headphones started to emit an incessant beeping noise. The professor himself looked confused as he pulled the headphones off and peered at them curiously.

"A weapon?"

"Survival suit. What is the alternative? The little green man from Mars?"

"Correction," Grisenko interrupted, "It's a _big_ green man from Mars."

Grisenko laughed, joined by the Captain and Audrey. Audrey was mostly snickering over the look that Stepashin had on his face from being made fun of by the others. Served him right, asshole.

"I don't appreciate your levity, Professor," Stepashin snapped.

"What a surprise. I thought you seemed like a lighthearted kind of guy," Audrey retorted. She felt the Doctor nudge her in the side to prevent her from provoking him further, but she ignored him.

"Maybe they're telling the truth," Grisenko suggested.

"The truth?" Stepashin repeated.

"Yes, a revolutionary concept, I know," Grisenko said, sarcastically.

Stepashin ignored him, "It's essential that we inform Moscow of what we have found."

"The radio's out of action, in case you hadn't noticed, Stepashin," Zhukov replied.

"They have our last position. They will find us. When they do…"

"Yes?"

"Well, the Cold War won't stay cold forever, Captain."

"For God's sake, Stepashin, you're like a stuck record," Zhukov sighed, visibly annoyed with Stepashin's insistence.

As Stepashin was making his way out of the room, he came to a stop in front of the Doctor. Stepashin stood up straighter, making an attempt to intimidate the Doctor, but it was useless. The Doctor stared back at him evenly, refusing to be the one who looked away first. Stepashin seemed to realize his actions were pointless and looked over to Audrey, who glared at him fiercely.

"We have other priorities right now. I want you back on repairs immediately. We need to keep this ship alive. Dismissed."

"Sir?" Stepashin asked.

"Dismissed, Stepashin."

Stepashin's cold expression turned to disbelief. Audrey couldn't tell if it was to hide his embarrassment from being brushed off by everyone or if it was because he truly had expected the Captain to be on his side. On his way out, he brushed his shoulder against Clara's forcefully.

When the other man had left, the Doctor stepped towards the Captain slowly. He reached up to brush off the shoulder of Zhukov's jacket with barely concealed anger.

"All we needed to do was let Skaldak go and he'd have forgotten us. But you attacked him. You declared war. 'Harm one of us and you harm us all'. That's the ancient Martian code," The Doctor informed him. The beeping in Grisenko's headphones grew louder, "You hear that? Skaldak has sent out a distress call. He will bring down the fires of hell just for laying a glove on him."

"Unless you talk to it?" Zhukov clarified.

The Doctor nodded, "I'm the only one who can."

"No. Out of the question. We're not losing you. I'll do it," Zhukov argued, "You can talk to him through me."

"Skaldak won't talk to you. You're an enemy soldier."

"And how would he know that?"

"A soldier knows another soldier. He'll smell it on you. Smell it on you a mile off."

"And he wouldn't smell it on you?" Zhukov countered steadily.

Audrey and the Doctor both stiffened at this comment. Clara didn't know exactly what Zhukov had meant by that, but knew by Audrey and the Doctor's reactions that it was a sore subject that shouldn't be brought up.

"Just let me in there before it's too late. It can't be you or any of your men," The Doctor said after a moment of silence.

"Well, it can't be you," Zhukov pointed out again.

Audrey clapped her hands together, "It's a good thing you've got me then, isn't it?"

"You? No! No! No way," The Doctor protested, "You're not going in there alone, Audrey. Absolutely not."

"Do you have a better solution, Alienboy?" Audrey asked. The Doctor struggled to think of one and Audrey nodded, "Yeah. That's what I thought."

"You can't go in there," The Doctor insisted, "What if something happened? You'd be on your own and I wouldn't be able to get to you in time."

Clara cleared her throat, gaining the attention of them all, "Well, there really is only one choice, isn't there? I don't smell of anything, to my knowledge. I could go with Audrey."

"No. I can't. I can't send the two of you in there. What if something happened?" The Doctor repeated.

"That's why we're going together," Audrey pointed out. Her tone was firm and suggested that there was no room for arguing, "We'll have someone to watch our backs."

* * *

"Ready, girls?"

"Yeah."

"All ready," Audrey confirmed as she fixed the headset she wore.

Audrey switched on her lantern, illuminating the room enough to see the outline of Skaldak chained to the wall. Part of her pitied him because she knew that none of this was truly his fault, but the other half wished that there were more restraints so that she and Clara could feel safer. Then again, she _was_ the one that had volunteered to go in.

"Grand Marshal Skaldak," Clara greeted, parroting the words that the Doctor was saying through her headset.

"The salute," The Doctor reminded them, "Do the salute like I showed you."

Both of them did as he said, tapping their fist to their left shoulder once.

"Okay?" Clara asked, nervously.

"Good. Good. Now, like we rehearsed. Sovereign of the Tharsisian caste…"

"Sovereign of the Tharsisian caste. By the moons, I honor thee."

"Good. It's okay, Clara. Go closer," The Doctor encouraged them. Sensing the other woman's discomfort, Audrey reached her free hand out and offered it to Clara. She took it gratefully and the two of them stepped closer to Skaldak.

"Grand Marshal, we're sorry about this," Audrey began carefully. Although the Doctor had drilled the lines into them before they entered the torpedo room, she was afraid of saying the wrong thing. What if she offended him in some way?

"It's not what you deserve," The Doctor supplied.

"It isn't what you deserve," Audrey repeated. Suddenly, the power in their lanterns went out and Audrey felt Clara grip her hand tighter.

"Oh. Oh, great," Clara muttered.

"Doctor, what's happening?" Audrey asked, worriedly.

"Hey, it's okay," He reassured her, "Keep going."

They set down their lanterns, not seeing the point of them now that there was no light. Clara pulled out a small flashlight from her coat pocket and used the bright light to shine on Skaldak.

"You're a long way from home. And five thousand years adrift in time," Clara continued, "Please, let us help you. You are not our enemy."

"And yet I am in chains," Skaldak replied. Clara looked over at Audrey, at loss for words.

"Doctor, what do I say?"

"Yes, Doctor," Skaldak agreed, "What should she say?"

"I think he wants to speak to the organ grinder, not to the monkey," Grisenko spoke up, his voice being picked up by the microphone and carried into their headsets.

"I heard that," Clara said indignantly.

"The chains aren't personal, Grand Marshal," Audrey responded, "They're only a precaution until we're sure that we can trust one another."

"You would do exactly the same in my position, Skaldak, and don't even think about using that sonic weapon. Not in the torpedo room," The Doctor finished, his voice dangerously low. He knew that letting Audrey and Clara in there had been a bad idea.

"I was Fleet Commander of the Nix Tharsis. My daughter stood by me. It was her first taste of action. We sang the songs of the Old Times. The Songs of the Red Snow. Five thousand years. Now my daughter will be dust. Only dust."

Skaldak's voice shook with concealed emotions, yet he remained still as he spoke. Audrey and Clara shared a look before approaching the Ice Warrior cautiously.

"No, no, no. Listen, your people live on, Skaldak," The Doctor promised, "Scattered all across the universe. And Mars will rise again, I promise you. Just let me help you."

"I require no help. There will be no help."

"Careful, Clara," The Doctor warned as the girl stepped closer to Skaldak.

"I'm okay. We're fine," Clara told him.

"No, listen, girls, don't get too close," The Doctor said. He watched on in exasperation as both girls ignored him and continued towards Skaldak.

"Doctor, I don't think…" Audrey trailed off. Reaching out with one hand, she tapped the arm of Skaldak's armor and heard a hollow echo.

"What? What is it?" The Doctor asked, concerned.

"Something's-" Clara pushed the helmet of the armor back. It fell open on its hinges to reveal that there was nothing underneath, "It's not there. It's gone!"

"Gone? Gone? Gone? What do you mean, gone?" The Doctor questioned. Skaldak's now empty armor casing opened down the middle. Inside there were bright lights and lots of tech, but no Martian.

"What do you think we mean?" Audrey replied. "It's got out!"

"It's time I learned the measure of my enemies and what this vessel is capable of," Skaldak hissed from somewhere nearby. Audrey's eyes darted around, trying to locate him in the dark or isolate his voice to a certain part of the room.

"Clara, come on," Audrey urged as she tugged on the woman's hand. "This way."

"Harm one of us and you harm us all. By the Moons, this I swear," Skaldak declared angrily.

"Audrey, Clara, get out of there. Get out!"

Neither of them needed to be told twice. They hurried towards the nearest exit and Clara pried it open. Before they could use it to escape, something pushed past them and ran off down the hallway. It passed too quickly for them to see clearly, but it wasn't hard to figure out who it must've been.

"Clara! Audrey!"

Audrey was the first to climb through the exit, pulling Clara out by the arms when she realized the other girl was too stunned to move on her own. She had barely gotten her through when she was spun around and two arms wrapped around her. Audrey let out a sigh of relief when she realized it was the Doctor and she held him to her tightly.

"Are you all right?" The Doctor asked.

"Got a bit of a headache, but I'm fine," Audrey told him. He nodded and turned to Clara.

The Doctor put a hand on her arm, "Are you okay?"

Clara let out a shocked laugh, "I'm okay. Ha, ha! I'm okay. I'm okay! Where did he go?"

Professor Grisenko stood behind the Doctor and he held a pair of headphones that were emitting a strange beeping noise.

"How did I do? Was I okay?" Clara wondered.

"This wasn't a test, Clara," The Doctor reminded. Clara's smile fell a little as she shrugged.

"I know, but-"

There were very few things that Audrey could claim expertise in, but this was one of them. Audrey was no stranger to not being used to this lifestyle. When your whole world had been flipped on its head and filled with terrifying monsters, sometimes you needed someone to reassure you that you were handling it okay.

"You did great, Clara," Audrey assured her. At her approval, Clara's expression brightened.

"Really?" Clara questioned, looking between the two of them. The Doctor put a hand on the side of her face and looked into her eyes so that she would know he was being completely sincere.

"Really."

"Doctor?" Grisenko chimed in, "The signal. It's stopped."

The professor held up the headphones so that the Doctor could listen for himself. He pulled them over his ears and listened for a moment before his expression turned to one of worry.

"Skaldak got no answer from his Martian brothers. Now he's given up hope," The Doctor said, pacing the short distance of the hallway.

"Hope of what?" Zhukov asked.

"Being rescued. He thinks he's been abandoned. He's got nothing left to lose."

"But what can he do, stuck down here like the rest of us? How bad can it be?"

"This sub's stuffed with nuclear missiles, Zhukov. It's fat with them," The Doctor pointed out, "What do you think Skaldak's going to do when he finds that out? How bad can it be? How bad can it be? It couldn't be any worse."

In that moment, there was the sound of several rocks falling onto the top of submarine. The whole ship shook for a moment and water burst into the hallway from several places. More water came from the top of the ship, drenching Audrey and the Doctor who had been standing under the archway.

Audrey sighed in annoyance as she glared at the Doctor, "Why do you insist on saying things like that?"

* * *

The Doctor sat in the control room, typing away at the controls, while Audrey and Clara sat in chairs on either side of him.

"Even if a missile did get launched, that wouldn't be…it, would it?" Clara wondered.

"It?" Audrey repeated, confused.

"End of the world. Game over," Clara clarified. "I mean, what if they fired one by accident. What would happen then?"

"Then we'd all be dead," Audrey said, looking at Clara blankly. Clara's eyes widened in shock, maybe from the answer she hadn't expected or Audrey's casual demeanor about everything. Not for the first time tonight, Clara wondered if there was anything that frightened her.

"I told you, Clara. Earth is like a storm waiting to break, right now. Both sides baring their teeth, talking up war. It would only take one tiny spark," The Doctor explained to her.

"Yeah, but the world didn't end in 1983, did it, or I wouldn't be here," Clara pointed out.

"Time can be re-written," Audrey told her, "Everything could change, right here, right now."

Clara didn't have time to ask any more questions, even though that conversation had left her with _far more_ than she started with, because the Audrey and the Doctor crossed the room to where was gathering his men.

Audrey tensed when she saw the lot of them loading rifles and passing them around the room. She felt the Doctor's hand slip into hers, offering a silent comfort, and she wondered what gave her away. Maybe he had seen the way she shifted away or maybe a future version of herself had said she didn't like guns.

"How many of us are left?" The Doctor inquired.

"Twelve," Zhukov answered, "And we can't find Stepashin."

"A pity," Audrey muttered, halfheartedly.

"We split up and comb this sub. One team stays here to guard the bridge," The Doctor decided.

Zhukov, who probably thought the plan would be more of an attack, looked to the Doctor doubtfully, "That's it? That's the plan?"

"Well, it's either that or we stay here and wait for him to kill us."

Zhukov didn't argue much after that.

"Is it true you've never seen one outside of its shell suit?" Clara asked, coming to stand next to Audrey.

"Shell suit?" The Doctor repeated and Clara shrugged, "Clara, for an Ice Warrior to leave its armor is the gravest dishonor."

Audrey hummed in thought, "So he's desperate then?"

The Doctor nodded, "And that makes him deadly. We have to find him."

"Will this help?" Grisenko spoke up from behind them. They turned to see that he was holding up the Doctor's sonic screwdriver that had been confiscated when they were searched.

"Ah! You saved it," The Doctor exclaimed happily, taking the screwdriver from the professor.

"No, no, it was on the floor with this." The professor held up a blond Barbie doll that had also been taken from the Doctor's pocket. Audrey gave him an odd look, not wanting to know why he had that. The Doctor took the doll as well and kissed it.

"Ah, Professor, I could kiss you," The Doctor crowed. The professor looked at him in distaste.

"If you insist."

"Later."

As the Doctor tested out his screwdriver, Clara and Audrey shared an amused look.

* * *

Later, they were in another compartment of the ship. Audrey and the Doctor were further ahead, scanning and searching for something with the Doctor's sonic. Every now and then, Clara could hear one of them laugh and then the quiet hum of conversation. It was a mystery to her how either of them could laugh at a time like this. All she could think about was the big Martian warrior lurking around somewhere in the dark.

"So, why have you got a cattle prod on a submarine?" Clara asked Grisenko, trying to distract herself.

"Polar bears," He replied as if it were obvious.

"Ah, right."

"We run across them when we're drilling. Can be quite nasty, you know."

"I'd swap one for an Ice Warrior any day. Cuddlier."

"Courage, my dear," Grisenko told her with a smile, "I always sing a song."

"What?" Clara asked.

"Too keep my spirits up," Grisenko said lightly.

Clara shook her head, "Yeah, that would work, if this was Pinocchio."

Ahead of them, the Doctor and Audrey were standing in front of a control panel.

"Ah, found it," The Doctor said, confidently, as he flipped a switch on the panel. Alarms started to ring throughout the room and Audrey hurried to switch it off, but it didn't work. When the Doctor gave her a sheepish smile, she rolled her eyes.

"What were you looking for? The big, neon sign that says 'Oh, look, Skaldak, here I am', because you found it," Audrey muttered.

"Oh. Ha, ha. It's all attitude today," The Doctor said moodily. Audrey laughed while she tried to reverse what he'd done. More alarms went off, these ones louder, and the Doctor looked at her smugly, "Big neon sign, eh?"

"Do you know Hungry Like the Wolf?" Grisenko tried, "Duran Duran. One of my favorites. Come on."

"I'm not singing a song," Clara protested.

"Oh, come on, Clara. Lighten up," Audrey teased. Clara turned her gaze to the other woman who was holding the Doctor's sonic as he stuck his head in the hatch he had opened.

Clara scoffed, "Lighten up-"

She was cut off by a long groan of metal that echoed through the hall for several moments. Clara gave Audrey a look that read 'see, I told you so' and the other woman had the sense to look somewhat scared.

"What was that?" Audrey questioned. The Doctor pulled away from the hatch and ran a hand through his hair.

"Pressure. Just pressure," He excused. "We're seven hundred meters down, remember?"

Clara nodded, looking worried. Grisenko tried his best to distract her.

"Don't worry about it," He advised her, "Think of something else."

"I'm hungry like the wolf…" He sang, prompting her to join in.

"I'm not singing," Clara insisted.

"Don't you know it?"

"Course I know it. We do it at karaoke, the odd hen night."

Audrey had to contain her laughter when she saw the look on Grisenko's face. Clara wasn't paying attention and didn't seem to realize that the words she used would make no sense to someone from Russia in the 80s.

"Karaoke? Hen night?" Grisenko shook his head, "You speak excellent Russian, my dear, but sometimes I don't understand a word you're talking about."

* * *

The sounds of distant screams rang out, followed by a load growling noise that could only be coming from one thing. The Doctor took off down the hall, followed closely by Audrey, Clara, and Grisenko. They followed the noise until they were brought to another room.

"Holy hell," Audrey breathed, looking away from the sights of the mangled and bloody bodies. She had to force down the thoughts that threatened to bubble up to the surface.

 _No. Not right now,_ she thought to herself, _you can't do this now. You are no use to anyone like this._

"Good God. Torn apart. It's a monster, a savage," Grisenko whispered, horrified.

"No, Professor. Not savage. Forensic," The Doctor corrected, "Well, he's…dismantled them. Skaldak's learning. Learning all about you. Your strengths, your weaknesses. Come on."

He stood up and lead them down another hallway. A few steps out the door and Audrey realized Clara wasn't following her. She doubled back and found the girl still staring at the bodies, too shocked to move.

"Clara," Audrey said softly, gaining the girl's attention. Clara shook her head, trying to refocus, but Audrey understood and sent her a small smile.

The two of them rejoined the Doctor and Grisenko in a narrow passageway.

"Stay here," The Doctor ordered as he and Audrey started up a ladder on the side of the wall.

"Okay," Clara said simply.

"Don't argue."

"I'm not."

The Doctor looked back at her, surprised, "Right. Good."

As they continued up the ladder, the Doctor kept looking over his shoulder as if to make sure Clara hadn't followed him anyways. All he found was Audrey looking at him in amusement.

"She actually listened," Audrey mused. "That must be a rare occurrence for you."

"Yes. Usually it's 'over my dead body' or 'in your dreams, Alienboy.' And that's just you," The Doctor replied, using a comically high-pitched voice that Audrey thought was supposed to be an imitation of her.

Audrey laughed, "If you ever suggest I stay behind, I'll remove something from you."

"Oh, I know," The Doctor muttered. He reached the end of the ladder and climbed onto the platform. Audrey took the hand that he offered her and he pulled her through as well. The two of them hurried down the hall, looking for a sign of Skaldak.

While they didn't find the Ice Warrior, they did find another member of the crew leaning against the wall, dead. The body was too mangled to identify, but the Doctor pulled out his wallet. On the inside, there was a picture of a woman and an I.D. that named the body as Stepashin's.

"Oh, Stepashin," The Doctor sighed. Audrey frowned. She may not have liked him, but that didn't mean he deserved to die like this.

Someone above them there was the sound of running feet, which caught their attention instantly. He scanned the level above them and they took off running in the direction of the footsteps. When Audrey realized they were leading back to Clara and Grisenko, her heart stuttered in her chest.

"No, please don't hurt him. Please!" Clara exclaimed. The Doctor and Audrey joined them at this point, seeing Grisenko being held by two thin hands on his head.

"You attacked me. Martian law decrees that the people of this planet are forfeit," Skaldak hissed, "I now have all the information I require. It will only take one missile to begin the process. To end this Cold War."

"No, no, no. Please, Grand Marshal. Just listen to us," Audrey said, trying to coax the warrior into letting Grisenko go.

"My distress call has not been answered. It will never be answered. My people are dead. They are dust. There is nothing left for me except my revenge," Skaldak growled.

"There is something left for you, Skaldak. Mercy," The Doctor told him.

"Mercy?"

"You must wear that armor for a reason, my friend," Zhukov's voice chimed in from behind them. They turned to see him striding down the corridor with a gun aimed at Skaldak, "Let's see, shall we?"

"No, Captain, wait!" The Doctor protested, reaching out to stop him. Zhukov only glared.

"I will do whatever it takes to defend my world, Doctor."

"Yes, great, fine, good, but we are getting somewhere here. We are negotiating. Jaw-jaw not war-war."

"Churchill?" Grisenko questioned weakly, looking nervous. The Doctor pointed at him with a nod.

"Churchill," He confirmed.

"Very well, we'll negotiate, but from a position of strength," Zhukov declared, aiming his gun at Skaldak once more. The Doctor looked like he was about to argue when the voice of Skaldak spoke up.

"Excellent tactical thinking. My congratulations, Captain," Skaldak complimented. Zhukov appeared caught off guard, but thanked him anyways, "Unfortunately, your position is not, perhaps, as strong as you might hope."

"What do you mean?" Audrey asked, suspiciously. Down the hall there was a series of stomping footsteps and Skaldak's armor suit came to a stop at the doorway. Grisenko fell to the floor as Skaldak released him and retreated back to his armored casing.

"He summoned the armor," The Doctor stated, sounding surprised.

"How did he do that?" Clara wondered.

"Sonic tech, Clara. The song of the Ice Warrior," The Doctor answered.

The man that had entered the hallway with Zhukov pushed forward and began emptying his rifle at the retreating form of Skaldak. Audrey shrieked, grabbing the arms of Clara and the Doctor and pulling them away from the man. He didn't seem concerned the bullets had no effect on Skaldak or that they were ricocheting off the wall.

"You idiot!" Audrey growled, glaring at the man. "You trigger-happy idiot."

"My world is dead but now there will be a second red planet," Skaldak announced. "Red with the blood of humanity!"

The Doctor rushed after him, "Skaldak! Skaldak, wait!"

* * *

They reached Skaldak just as he had wired his armor into the control panel and had begun the process of launching the missiles. Alarms were ringing throughout the control room and the emergency lights had flickered on.

"No! Skaldak, wait! Wait, wait."

"He's arming the warheads," Zhukov informed them.

"Where is the honor in condemning billions of innocents to death?" The Doctor attempted to reason with him, "Five thousand years ago Mars was the center of a vast empire. The jewel of this solar system. The people of Earth had only just begun to leave their caves. Five thousand years isn't such a long time. They're still just frightened children, still primitive. Who are you to judge them?"

Skaldak unplugged himself from the panel and faced the Doctor, "I am Skaldak! This planet is forfeit under Martian law."

"Then teach them. Teach them, Grand Marshal. Show them another way. Show them there is honor in mercy. Is this how you want history to remember you? Grand Marshal Skaldak, Destroyer of Earth. Because that's what you'll be if you send those missiles. Not a soldier, a murderer."

Skaldak huffed angrily at the Doctor's words. He moved back to the controls and let his hands hover over the button that would launch the missiles. There was something stopping him, something preventing him from taking that final step. When Audrey saw, she knew the Doctor must have too. This tiny hesitation was enough for him to get through to Skaldak, all he had to do was say the right words.

"Five billion lives extinguished. No chance for goodbyes. A world snuffed out like a candle flame!" The Doctor shouted.

Skaldak didn't press the button, but he didn't seem to be accepting the Doctor's words either. Audrey began to lose hope that he would. She had seen the Doctor do amazing things, seen him talk down fearsome enemies, but Skaldak appeared to be too far gone.

"All right. All right, Skaldak, you leave me no choice. I'm a Time Lord, Skaldak. I know a thing or two about sonic technology."

The Doctor aimed his screwdriver at Skaldak, which seemed to get the Ice Warrior's attention.

"A threat? You threaten me, Doctor?"

"No. No, not you, all of us," The Doctor said, lowly, "I will blow this sub up before you can even reach that button, Grand Marshal. Blow us all to oblivion."

"You would sacrifice yourself?"

"In a heartbeat."

Skaldak glanced over at Audrey, "And your mate as well?"

If it had been another time, a less dangerous time, Audrey might have protested to the possessive pronoun or the insinuation behind the words, but all she could think to do now was share a look with the Doctor. He seemed to read her thoughts loud and clear in her expression. He knew that Audrey would kill him if he ever chose her over the Earth.

The Doctor nodded, "If it meant saving the Earth, then yes."

"Mutually assured destruction," Skaldak said, returning to the button.

"Look into my eyes, Skaldak. Look into my eyes and tell me you're capable of doing this. Huh? Can you do that? _Dare_ you do that? Look into my eyes, Skaldak. Come on! Face to face."

"Well, Doctor…"

Skaldak's armor opened to reveal his true face. He had scaly, green skin that shined oddly in the light of the room. His eyes were glowing red and he had pointed fangs. All in all, he looked like something out of a horror movie. _Not_ that Audrey would ever say that out loud.

"Which of us shall blink first?" Skaldak asked.

"Why did you hesitate?" Clara cut in, suddenly, "Back there, in the dark. You were going to kill this man, remember?" She pointed to Grisenko, "I begged you not to, and you listened. Why show compassion then, Skaldak, and not now?"

Something in Skaldak's eyes changed. Audrey looked back at Clara, impressed. Of all the reasoning and negotiating and begging, _this_ seemed to be better at getting through to him.

"The Doctor's right. Billions will die. Mothers, sons, fathers, daughters. Remember that last battle, Skaldak? Your daughter. You sang the songs-"

"Of the Red Snows," Skaldak finished, looking reminiscent.

They had been going about this all wrong. Audrey, the Doctor, Zhukov, all of them. Their minds were too filled with war and mind games. They had been trying to reason with Skaldak using logic and a soldierly want for a proud legacy, but Skaldak didn't care about those things. He was the man who became desperate when he felt abandoned by his people, the man whose voice shook when he spoke of his daughter. He was a man of _emotion._

Clara was the one who had seen it. She was so _human_ in that way. She had known the best way to reason with him was to remind him why he needed to be good in the first place, to do right by his daughter.

Suddenly, the whole submarine shifted and a strange noise could be heard.

"What's happening?" Audrey questioned, grabbing onto the panel to steady herself.

"My people live! They have come for me!" Skaldak exclaimed

"We're rising. We're rising!" Zhukov said in disbelief, "Six hundred meters. Five fifty."

The submarine shook again, this time settling evenly afterwards.

"We've surfaced. Your people have saved us," The Doctor told Skaldak.

"Saved me, not you," He corrected.

"Just go, Skaldak, please. Please, go in peace."

Skaldak was teleported off the ship by a shimmering white light. Clara and Audrey were on the brink of rejoicing when they realized they were free of harm, but the Doctor rushed over to the control panel quickly.

"No. No, no, no, no, no. It's still armed. A single pulse from that ship…I will destroy us if I have to. _I will destroy us if I have to,_ " The Doctor whispered, either trying to remind them or to convince himself.

Audrey stepped forward, taking one of his hands in hers. The Doctor glanced over at her, but her eyes remained firmly locked on the controls. His beautiful, strong Audrey who always put on a brave face for everyone. She was always there to comfort him, even when he could see the fear in her eyes.

"Show mercy, Skaldak. Come on. Show mercy."

Clara watched the two of them, seeing how they became each other's emotional anchors in a time like this. She felt her own panic rising in her and remembered what Grisenko had told her earlier.

"I'm lost and I'm found, and I'm hungry like the wolf," Clara sang quietly.

Everyone's eyes were on the red light, waiting anxiously for a sign. When it switched to green and the locks turned, there was a collective sigh of relief around the room.

The Doctor switched off his screwdriver, "Now we're safe."

Audrey wrapped her arms around the Doctor's neck, pulling him down to her level. He seemed surprised for a moment before he hugged her back. His hands smoothed her hair down and she felt him press a kiss into the side of her head. Audrey pulled away and turned to Clara.

"C'mere you," Audrey waved her over with a grin. Clara smiled and launched herself at the two of them, making them all rock back and forth from the force of it. Somehow, she wormed her way into the middle of the two of them, which she began to regret when the flirting started.

"Nice work."

"You too."

"Oh, you think that's something, then-"

Clara cleared her throat and moved away, "Saved the world then?"

"Yeah," The Doctor confirmed, a proud grin on his face.

"That's what we do."

* * *

"Definitely not the right outfit," Audrey muttered, shivering as she walked out onto the conning tower. She pulled the jacket around her shoulder closer to her body, but it did nothing to shield her legs from the cold air.

The Doctor, Clara, Zhukov, and Grisenko joined her shortly. They all watched as the Martian spaceship flew up into the sky and disappeared.

"The TARDIS! Where's the TARDIS?" Clara asked suddenly, turning to face the Doctor, "You never explained."

"Oh, well, don't worry about that," The Doctor told her, avoiding Audrey's suspicious gaze.

Audrey's eyes narrowed, "Stop saying that. Where is she?"

"Yeah. Well, I wasn't to know, was I?" The Doctor replied, defensively.

"Know what?" Clara asked.

"I've been tinkering, breaking her in. I'm _allowed,_ " He reminded Audrey, who was still looking at him accusingly.

"Oh God, what did you do know?" Audrey asked with an exasperated sigh.

"IresettheHADS," The Doctor muttered quietly.

"Hm. What was that?"

"I reset," The Doctor said loudly before turning away from them and whispering the rest. Audrey, who was getting annoyed, pinched him in the side. He yelped, jumping away from her with a glare.

"Now, what did you do?" Audrey asked again, smiling sweetly.

"I reset the HADS. The Hostile Action Displacement System. If the TARDIS comes under attack, gunfire, time winds, the…sea, it relocates."

Clara shook her head, "Oh, Doctor."

"Haven't used it un donkey's years. It seemed like a good idea at the time. Well, never mind, it's bound to turn up somewhere," The Doctor said. Just as he finished, his sonic screwdriver beeped, "Ooo. Ha, see? Right on cue. Brilliant."

"Brilliant."

"The TARDIS is at the pole," The Doctor announced.

"Not far, then," Clara said happily. The Doctor looked over at her with a frown.

"The south pole."

"Of course, it is," Audrey muttered, shaking her head.

"Could we have a lift?" The Doctor asked Zhukov. They all laughed before heading back into the submarine. When their backs were turned, the Doctor laughed, mocking their expressions exaggeratedly.

* * *

The lights switched on in the kitchen as soon as Audrey walked through the doorway. She patted the wall fondly with a smile.

"Thanks, Lovely."

Audrey set about making a cup of coffee, finding comfort in the familiar routine. That was what she needed right now, familiarity. It had been a long day that was calling too many memories to mind that Audrey didn't want to think about. Making coffee had always been the solution, even when she lived in her universe. It was the right balance of distraction and effortless action that allowed Audrey to think about something else for a moment.

Just as she had sat down at the table, Clara rounded the corner and sat down in front of her.

"The Doctor said you might be in here," Clara told her, as means of explanation. Audrey raised an eyebrow.

 _So, the Doctor knows my routines,_ she mused to herself, _is there anything he_ doesn't _know about me?_

"Did you need something?" Audrey asked, not unkindly. Clara pursed her lips, looking like she was going to say something, but then she looked away. Audrey leaned back in her chair, crossing her arms over her chest, "Out with it, Oswald."

"I was scared today," Clara told her, matter-of-factly, as she leaned across the table, "More scared than I've ever been. It's just seeing those bodies…"

"It's okay to be scared, Clara. It's good, actually. You're more aware of things when you're scared. And you sure as hell didn't let it stop you," Audrey reminded her, smirking proudly.

Clara nodded, "Yeah. I did do pretty good, didn't I?"

"You were amazing," Audrey confirmed. And she was telling the truth. If there was one thing to be said about Audrey, it was that she didn't give false compliments.

"What about you?" Clara asked curiously.

"I was pretty amazing too," Audrey chuckled, winking at Clara. The other woman smiled slightly, but shook her head.

"That's not what I meant."

Audrey ran a finger around the rim of her coffee cup, trying to avoid Clara's question, "What did you mean then?"

"You weren't scared today. I saw you when we were in that room with Skaldak," Clara clarified, observing her carefully, "You looked like you do this sort of thing every day, like it's normal for you."

Audrey shrugged, "I suppose it is now

"You've been travelling with him a long time, haven't you?"

"In a way."

Clara rolled her eyes and let out a huff, "What does that mean 'in a way'? You never give straight answers. Is that an alien thing, never giving straight answers?"

"I'm not an alien, Clara," Audrey laughed. Seriously, did everyone just assume she was an alien because she travelled with the Doctor? Then again, a lot of the aliens they met seemed to look human.

"So…what? You're human, then."

"For a lack of a better term," Audrey said, confirming Clara's statement in a way. Clara groaned and rested her head on her arms that were folded on top of the table.

"See! That's what I mean. No straight answers."

"Straight answers aren't always as simple as you would think."

Clara peeked up to narrow her eyes at Audrey, "That's exactly what a cryptic person would say."

Audrey set down her mug and leaned on the table, so she was right in front of Clara.

"Ok, fine How about this: I lived in an alternate universe. Then, I got a big 'ol headache that pulled me to this universe where I met a bowtie wearing alien who is over nine hundred years old and has changed his face eleven times. He tells me I'm no longer human, that I bounce around his time line at random, and that I could meet him today then go back and see him a hundred years ago."

Clara looked taken aback by Audrey's onslaught of information, but the older woman wasn't finished.

"We've known each other nine hundred years in his eyes, but in mine, I've only been here for about…" Audrey appeared to count the days on her fingers, "…two months."

Clara's eyes were wide. She reached over and grabbed Audrey's coffee, taking a long gulp before replying. When she did, it was a simple but stunned, "Wow."

"How's that for straight answers?" Audrey asked smugly.

"But two months?" Clara countered, disbelieving. Audrey nodded, "If you've only been here for two months, then how did you seem so- I don't know. So unaffected?"

"You think I was unaffected? Clara, I was terrified!" Audrey confessed, not realizing how true those words were until she had spoken them out loud. When they were running around trying to save the world and Audrey had adrenaline pumping through her veins, it was easy to brush off the fear, it wasn't until the quiet moments when everything sunk in.

Audrey met Clara's eyes, seeing that the girl didn't look like she believed her.

Audrey sighed, "Like I said, it's a good thing to be afraid, all you have to do is learn to manage it. I know that I'm no use to anyone if I'm cowering in the corner so I push my fear aside. It doesn't mean I'm unaffected."

"Right…" Clara trailed off.

"You'll get the hang of it," Audrey assured her, patting her hand, "You're already doing great."

"Thanks. So…" Clara grinned, brightening up excitedly, "Where to next?"


	33. Empty Child - Part 1

Hello, hello, hello, lovelies! I'm excited to be putting this chapter out for you guys. It was one of the ones I had had written for a LONG time, so I got the chance to reread it and tweak a few moments before posting it. Anyways, I hope you like this chapter, most of it is just setting up for the rest of this episode and the next one, but there are some new interactions between the characters that I'm excited for you to read! Hope you have a good day and enjoy this chapter!

P.S - Just a reminder because I haven't included one in a while and I didn't want anyone to get confused: the parts of the story that are in **_bolded italics_** are flashbacks! I'm really sorry that I didn't clarify that earlier, I thought I had. Anyways, enjoy :)

 **Replies to Comments:**

 **bored411** : You're right, that's certainly an area that she needs to work on. I think it's hard for Audrey to be vulnerable in any capacity, especially with the Doctor, because she's always trying to prove herself with him. Holding it in truly does take a toll on her. Hope you have a nice day and enjoy this next chapter!

 **Pastel-Potatoes** : I'm glad you liked it! Audrey and Clara are off to a strong start that will certainly lay the groundwork for their friendship in the future. Hope you have a nice day and enjoy this next chapter!

 **PrincessMagic** : I'm glad you liked Audrey and Clara! They're one of my favorite pairs to write and their friendship is going to be VERY important for Audrey's character development.

 **Fakira** : I'm honored that you make time to read this despite your busy schedule! I hope that things slow down for you a bit so that you can enjoy your summer break! I'm glad you enjoyed it and that you like Clara and Audrey's friendship. They're relationship is certainly going to be an interesting one and it's essential for the development of both of their characters so I'm excited to show everyone how it pans out. Hope you have a nice day and enjoy this next chapter!

 **Kissyfur85** : Oh, _**absolutely!**_ Twelve is my favorite (ok, maybe he's tied with Eleven, but _still_ ) I absolutely adore Twelve and Peter Capaldi in general, his performance was just incredible. Twelve and Audrey have one of my favorite dynamics in the story, so I'm saving the introduction of the Twelfth Doctor for a special moment, but I will say that it's going to be happening quite soon (in an incredibly domestic and fluffy rewrite of 'The Caretaker'). Hope you have a good day and enjoy this next chapter!

* * *

It took a moment for Audrey's eyes to adjust to the vast lighting difference when she landed. In a split second, her surroundings went from a blinding white to an incredibly dim lit room that's only light came from a few glowing buttons on a control panel. Remarkably, Audrey managed to stay on her feet this time, even if her legs were wobbling.

"Ha. I'm getting better at this jumping thing."

"Who the hell are you?" A man's startled voice cut in from behind her. Audrey went to face the owner of the voice, only to be met with the sight of a gun pointed in her face.

 ** _"I'll kill you," he said as the barrel of the gun bumped her forehead, "if you don't do it, I'll kill you."_**

Her brain didn't even have the time to register who the man was or what he looked like before she had jumped into action. One hand grabbed the gun while the other latched onto his wrist, squeezing just enough for him to lose hold of the weapon. The man let out a yell of surprise as she twisted his arm behind his back and pinned him against the wall with the gun pressed to the back of his head.

Her breathing was ragged as memories raged in her head, each one vying for more attention than the last. After a moment, her eyes focused on the man she had assaulted. Brown hair, wide shoulders, tall frame. A completely different man than the one she had envisioned when she attacked.

 _He's gone_ , she remined herself, _you're safe. You're safe._

"What's with all the guns?" Audrey asked, her voice still shaky. She cleared her throat as an attempt at recovering the situation, "Why is that everyone's first reaction?"

"Don't get me wrong, I like a girl who can defend herself just as much as the next guy, but do you mind letting me up?" The man grumbled. Audrey's eyebrows furrowed as she recognized an American accent. Well, that's certainly a welcome change.

"That depends," Audrey responded coolly, squeezing his wrist, "Are you going to be nice?"

He tilted his head enough for her to see the smirk grace his face, "That depends. What do I get if I'm not?"

"Point a gun at me again and you just might find out."

Audrey let him up, keeping a decent distance between them just in case. He turned around, revealing a rather handsome face, which was grimacing as he rubbed his sore arm. Audrey would've felt bad for him if he hadn't brought this on himself. The man looked over at Audrey, taking in her appearance, before holding out his hand for the gun.

Audrey held it away from him, "Nuh-uh. I'm holding onto this until you learn not to be so aggressive."

"You appeared in _my_ spaceship," The man pointed out.

"Is that where we are?" Audrey questioned, looking around. The room was cramped and had a low ceiling that was only a few feet or so above her head. Everywhere she looked there were bits of wires or buttons on the walls and on the panels. There was hardly enough room for two people to move around. She frowned, "It's a bit small."

"I'm making an effort not to be offended."

"Oh, it's not your fault. My standards for impressive are just really high lately."

The man quirked an eyebrow, "Are you at least going to tell me who you are?"

"Nah. A girl's gotta have her secrets. More mysterious that way," Audrey teased, a smirk on her painted lips. He looked skeptical as he scanned her over once more. She knew that he wouldn't make the mistake of underestimating her, not after the display she had just made of him, but he didn't look all too threatened either.

"And that…light you arrived by? What was that?" He asked.

 _Huh. I'll let you know when I figure it out, Handsome._

"I'll make you a deal," Audrey said after a moment, "Answer for an answer. Me first. Who are you?"

"Captain Jack Harkness, One Three Three Squadron, Royal Air Force. American volunteer," The man answered, handing her a source of identification.

Audrey looked down at the card, seeing that it was blank. She was confused for a moment, thinking he must've handed her the wrong thing, but he seemed to confident that it would've worked. There was a small beat of silence before she realized what it was.

"Oh, Jack, and I was just starting to like you," Audrey sighed, a sweet smile on her face. In a flash, the smile was gone and was replaced by a dangerous glare. She tossed the wallet back at him, "Don't lie to me again, Harkness, that's not how the game works."

He didn't seem to regret it. "How'd you know?"

"I'm just that good," Audrey told him, "Plus, this is psychic paper. It's blank."

"How-"

"Doesn't work on me. Now, I'll let it slide just this once, Captain," Audrey said, giving him a wink, "I've always had a thing for a man in uniform."

"Oh, yeah?"

"You bet."

"What's your name?" Jack asked Audrey debated on whether she should give him a fake one or not. It wasn't like she knew the guy and for all she knew, he could be crazy, but her super senses were telling her that she should trust him. They'd worked with the Doctor, why not now?

"Audrey. Where are we?"

"London. Middle of the Blitz."

"Lovely."

"The light," Jack said again, gesturing to where Audrey had landed earlier, "Some kind of teleport?"

Audrey chuckled, "Sure, let's go with that."

"Can I have my gun back?" Jack asked. The smile on his face and the expectancy in his eyes told Audrey that he didn't get a lot of people that told him no. Those were her favorite kind of people, she loved being the one to throw them off.

"It's my turn," Audrey reminded him in a sing-song voice. She observed the gun, before glancing up at him with a playful look, "Plus, I might have to shoot ya."

Jack scoffed, "You wouldn't even know how to fire."

"Oh, Captain," Audrey murmured, "Do you really want to find out?"

"I don't know. I might," Jack flirted back. They had been drawing closer throughout the entire encounter, and now they were so close that their chests were nearly touching. Both of them were completely oblivious to the blonde girl who had walked in and was rubbing her eyes blearily.

"Audrey?" Rose called, having heard the woman's voice. When she looked up, Rose was surprised to see the two of them standing so close. Audrey's eyes widened a fraction as she turned to look at her.

"Rose?"

"You two know each other?" Jacked questioned as he looked between the two of them.

Audrey cleared he throat awkwardly, "Well… I guess you could say that we have a mutual friend."

* * *

Children of all ages poured into the small house from the street. They gathered in the dining room where a long table was set with a feast big enough to feed all the homeless children in London and then some. At the head of the table sat an older girl, Nancy, who was carving a turkey for them.

"It's got to be black market. You couldn't get all this on coupons," One boy said while he looked at the food in amazement.

"Ernie, how many times? We are guests in this house. We will not make comments of that kind," Nancy scolded, "Washing up."

The other children laughed at the chore Ernie was given. Ernie hung his head in exasperation but didn't dare argue with Nancy. As she was carving, Nancy looked over to an unfamiliar boy on her left.

"Haven't seen you at one of these before," Nancy commented.

"He told me about it," The boy said, gesturing to the child at his side.

"Sleeping rough?" Nancy asked.

"Yes, miss," The boy replied quietly. Nancy looked at him for a moment longer before nodding.

"All right, then."

She finished carving and handed the platter to the child on her left, gesturing for him to pass it down the side.

"One slice each, and I want to see everyone chewing properly," Nancy said firmly. The platter was passed around the table, each child taking their fair share and being sure to thank Nancy as well.

"Thanks, miss!" A cheery voice said when the plate had reached the other end of the table. This voice was much deeper than the others, making the children look up at the man sitting there.

When they noticed it was an adult, they all began to panic. All around the table children where stuffing food in their mouths and pockets, getting ready to run.

"It's all right. Everybody stay where you are!" Nancy called out above the chaos. The children paused, but didn't sit back down.

"Good here, innit? Who's got the salt?" The Doctor asked casually.

"Back in your seats," Nancy told them, "He shouldn't be here either."

The children sat back in their seats, still eyeing the Doctor nervously. If he noticed their uneasiness, he chose not to comment on it and instead acted as if nothing was wrong. Slowly, the children started to return to their dinner.

"So, you lot, what's the story?" The Doctor wondered.

"What do you mean?" Ernie asked.

"You're homeless, right? Living rough?" The Doctor said.

"Why do you want to know that?" Another boy questioned, narrowing his eyes in suspicion, "Are you a copper?"

"Of course, I'm not a copper. What's a copper going to do with you lot anyway? Arrest you for starving?" The Doctor joked. The kids all laughed, seeming to be more relaxed now that they knew he wasn't a threat to them, "I make it 1941. You lot shouldn't even be in London. You should've been evacuated to the country by now."

"I was evacuated. Sent me to a farm," One boy across the table spoke up.

"So, why'd you come back?"

"There was a man there."

"Yeah, same with Ernie!" Another boy cut in, "Two homes ago."

"Shut up," Ernie mumbled, "It's better on the streets anyway. It's better food."

"Yeah. Nancy always get the best food for us," A child said. Other children around the table chimed in with their agreement, making the Doctor smile.

There they were, in the middle of the London Blitz, and one young woman risked her life in the middle of an air raid just to provide food for the homeless kids of the city. Of all the things he'd seen the human race do, he had to admit there was nothing that quite compared to the compassion of humanity.

"So, that's what you do, is it, Nancy?" The Doctor asked.

"What is?" She replied, sounding defensive.

"As soon as the sirens go, you find a big fat family meal still warm on the table with everyone down in the air raid shelter and bingo! Feeding frenzy for the homeless kids of London Town. Puddings for all, as long as the bombs don't get you."

"Something wrong with that?"

"Wrong with it? It's brilliant! I'm not sure if it's Marxism in action or a West End musical," The Doctor responded. Whatever it was, it was great. He wished that Audrey was here to see it, she would love it and he was sure that she would've liked Nancy.

"Why'd you follow me? What do you want?" Nancy questioned.

"I want to know how a phone that isn't a phone gets a phone call," The Doctor told her, "You seem to be the one to ask."

"I did you a favor. I told you not to answer it, that's all I'm telling you."

"Great, thanks. And I want to find a blonde in a Union Jack. I mean a specific one. I didn't just wake up this morning with a craving. Anybody seen a girl like that?" The Doctor said.

The children all laughed at his humor, but Nancy wasn't having it. She stood up from her seat and made her way to the Doctor. She reached across him and took his plate off the table.

"What have I done wrong?" The Doctor asked, looking up at her.

"You took two slices. No blondes, no flags," Nancy said impatiently, "Anything else before you leave?"

"Yeah, there is actually. Thanks for asking. Something I've been looking for."

The Doctor dug a notepad and pen out from his coat pocket. They all watched as he began sketching something onto the paper.

"Would've fallen from the sky about a month ago, but not a bomb. Not the usual kind, anyway. Wouldn't have exploded. Probably would have just buried itself in the ground somewhere, and it would have looked something like this."

He held up his drawing. It was a picture of a capsule like object, they one he and Rose had been chasing in the TARDIS. Some of the children looked like they might know what he was talking about, but before anyone could answer, there was a knock on the door, making all the children jump.

"Mummy? Are you in there, mummy?" A child's voice called.

The Doctor stood up and looked out the window. Standing outside was a small blonde boy wearing a gas mask over his face.

"Mummy?" The boy repeated.

"Who was the last one in?" Nancy asked, looking around the room.

"Him," Ernie answered, pointing at the Doctor.

Nancy shook her head, "No, he came 'round the back. Who came in the front?"

"Me," A little boy spoke up.

"Did you close the door?"

"Er…"

"Did you close the door?" Nancy repeated, her voice sounding urgent.

"Mummy? Mummy? Mummy?" The boy outside continued to cry out.

Nancy hurried into the hallway. The gas mask boy was already at the front door and was about to open it when Nancy slammed it shut. Her hands rushed to bolt every lock on the door as the Doctor rounded the corner.

"What's this, then? It's never easy being the only child left out in the cold, you know," The Doctor said. He watched as Nancy moved away from the door, almost as if she was scared to get too close.

"I suppose you'd know," Nancy replied.

He nodded, "I do actually, yes."

"It's not exactly a child," Nancy told him. She gave the door one last look, before she ran back into the dining room. The child at the door continued to call out for his mother, hitting the door every few seconds.

In the dining room, Nancy was rounding up the children and urging them to leave the house immediately. Most of the children obeyed without a word, grabbing their coats and running out of the house, but there was one little girl who stayed behind. Nancy knelt down in front of the child, seeing the fear in her eyes.

"Come on, baby, we've got to go, all right?" Nancy said, soothingly, "It's just like a game. Just like chasing. Take your coat, go on. Go!"

The little girl nodded and fled the room. Nancy shrugged on her own coat and moved to follow after them. The Doctor was still standing in the hallway, looking between the fleeing children and the one stuck on the other side of the door.

"Mummy? Mummy Please let me in, mummy. Please let me in, mummy," The child said, sticking his hand through the letter box. The Doctor noticed a 'Y' shaped scar marring the back of the child's hand.

"Are you all right?" He asked.

"Please let me in," The child said again.

The Doctor approached the door cautiously and was about to reach out to the child when something flew through the air and shattered against the door. The child withdrew his hand from the letter box and the Doctor turned to face Nancy.

"You mustn't let him touch you!" Nancy shouted.

"What happens if he touches me?" The Doctor questioned.

"He'll make you like him."

"And what's he like?"

"I've got to go."

"Nancy, what's he like?" The Doctor asked again, stopping Nancy before she could leave. When she turned to face him, the fear of the child was written all over her face. There was something else too, something he couldn't quite place. It almost looked like pain.

"He's empty," Nancy replied. The telephone sitting on a table started to ring, "It's him. He can make phones ring. He can. Just like with that police box you saw."

The Doctor picked up the phone, holding it long enough to hear the child's voice ask, 'are you my mummy?'. Then, Nancy yanked the phone from his grasp and forcefully hung it up.

A radio started playing from another room in the house and the child's voice could be heard from there too. The Doctor walked into the dining room, fiddling with the control of the radio, but it continued to play. He walked back to the hallway and stared at the shadow of the child outside the door.

"You stay if you want to," Nancy said, leaving through the back door. There was a clang of metal as the child stuck his hand through the letterbox again.

"Mummy? Let me in please, mummy. Please let me in," The child pleaded.

"Your mummy isn't here," The Doctor told him. At this statement, the boy paused and the radio stopped.

"Are you my mummy?" The child asked.

"No mummies here. Nobody here but us chickens," The Doctor said. He looked behind him and then smiled, "Well, this chicken."

"I'm scared," The child said, making the Doctor's smile falter.

"Why are those other children frightened of you?" The Doctor questioned.

"Please let me in, mummy. I'm scared of the bombs."

The Doctor stopped for a moment, weighing his options. On one hand, he wasn't sure what the child was or what exactly he was capable of. It had to be something powerful if it could cause phones to ring and incite so much fear in the other children. On the other hand, he wasn't about to let a child stay out in the middle of a German air raid on his own. It didn't seem like he had many options at all.

"Okay. I'm opening the door now," The Doctor told the child. Outside, the child pulled his hand back from the letterbox.

Slowly, the Doctor stood up and unbolted the front door. When he opened it, he was surprised to see that the child had disappeared. He leaned around the door frame and looked down the streets. They were abandoned with no sign that the boy had been there at all.

* * *

"Better now?" Jack asked Rose when the initial shock had worn off for the three of them. Audrey, as per usual, was confused as to what was going on. She knew that this Rose could either be travelling with the Ninth or Tenth Doctor, but where was he? And how did she meet Jack?

"You got lights in here?" Rose said, squinting her eyes to see them. Jack flipped a switch on the console and the lights came on. It was still dimly lit, but at least now they could see each other without having to be two feet apart.

"Hello," Jack greeted.

Rose smiled shyly, "Hello."

"Hello."

"Yes. Fantastic. I think we can move past the 'greetings' portion of the conversation. What do you think?" Audrey turned to them with a sarcastic look. Rose rolled her eyes at the older woman's attitude, but seemed to expect it from her.

"So, who're you supposed to be, then?" Rose inquired, looking to Jack curiously. She straightened the bottom of her shirt nervously under his gaze.

"Captain Jack Harkness One Three Three Squadron, Royal Air Force. American volunteer."

Jack handed Rose the same psychic paper he had tried to pass off to Audrey. She was about to call Jack out on the lie, again, when Rose's face broke into a smug smile.

"Liar. This is psychic paper," Rose pointed out, seeming proud of herself, "It tells me whatever you want it to tell me."

Jack crossed his arms over his chest, "How do you know?"

"Two things. One, she uses this all the time," Rose told him, nodding towards Audrey.

"I get my own psychic paper, do I? Sweet," Audrey said. There was a small smile pulling at the corners of her mouth. Rose looked apologetic for a moment that she had given away a spoiler, but Audrey wasn't paying attention.

"And two," Rose continued, "You just handed me a piece of paper telling me you're single and you work out."

"Tricky thing, psychic paper," Jack commented, reaching over to take it back from Rose. When he took it back, he looked down at the paper and raised his eyebrows.

"Yeah. Can't let your mind wander when you're handing it over."

"Oh, you sort of have a boyfriend called Mickey Smith but you consider yourself to be footloose and fancy free."

"What?"

Rose looked embarrassed while Audrey had to contain her laughter. It crossed her mind to ask about Mickey, since she had met him on the spaceship with Madame de Pompadour. Except, she didn't know if Rose had done that yet. She hadn't realized that the two of them were a couple, however. They didn't seem to act like it the last time she had seen them.

"Actually, the word you use is available," Jack informed her, smirking.

Rose shook her head, "No way."

"And another one, _very,"_ Jack teased. It didn't appear like he'd be forgetting that anytime soon.

"Shall we try and get along without the psychic paper?" Rose suggested, eager to move past this topic.

"No, no. Do keep going. It's very amusing," Audrey said. Jack agreed with Rose and tucked away the psychic paper, much to Audrey's disappointment. She'd have to ask the Doctor why it didn't work on her the next time she saw him. Maybe it had something to do with the jumping? Or maybe she was just used to it and it couldn't fool her anymore?

"Nice spaceship," Rose commented as she ran her hands over the controls on the ceiling.

"Gets me around," Jack replied.

"Very…Spock," Rose added.

Jack looked confused. "Who?"

"Guessing you're not a local boy, then," Rose said. She climbed onto the piloting seat, leaning over the back of it so that she could see out the window. Behind her, Jack was reading something off of a device attached to his wrist.

"Cellphones, a liquid crystal watch, and fabric that won't be around for at least another two decades. Guessing you're not local girls," Jack said, looking between the two of them.

"Guessing right."

Rose climbed down from the chair, wincing when she hit her hand the wrong way. Audrey caught the movement and grabbed the other woman's wrist, flipping her hand over until she saw Rose's burnt palms.

"What happened to your hands?" Audrey asked.

"Barrage balloon," Rose answered. Audrey raised an eyebrow in question and Rose tried to explain, "I was sorta… dangling."

"Is this what happens when I'm not around? Companions just dangle themselves in the middle of the London Blitz?"

There was no doubt in Audrey's mind that Rose Tyler was fully capable of handling herself, or that she was in need of someone watching over her, but seriously? The girl was only nineteen years old, for God's sake. What would have happened if she had fallen? Would they have to explain to her mother what had happened?

"Oh, you're one to talk. I've seen you do loads of things that are way more dangerous," Rose told her, cutting off Audrey's pointless worrying.

Audrey considered this. "Fair point."

Audrey turned Rose around so that their backs were facing Jack. She lowered her voice so that it could only be heard between the two of them.

"Where's the Doctor?" Audrey wondered.

"We got separated. There was this little kid on a roof and I tried to follow him," Rose explained before a bomb whistled past the ship and her attention was drawn back to the window, "We're parked midair! Can't anyone down there see us?"

"No. Can I have a look at your hands a moment?" Jack asked, holding out his own hands expectantly.

Rose eyed him suspiciously, "Why?"

"Please?" Jack said. Rose sat down in the chair and reluctantly handed them over to him. He began scanning them with a small object that made a buzzing noise, "You can stop acting now. I know exactly who you are. I can spot Time Agents a mile away."

"Time Agent?" Rose clarified.

"I've been expecting one of you guys to show up. Though not, I must say, by barrage balloon or freaky light beams," He said, looking between the two of them, "Do you often travel that way?"

"You have no idea," Audrey muttered to herself.

"Sometimes I get swept off my feet…by balloons." Rose looked nervous as Jack began to tie a bit of fabric around her wrists, "What are you doing?"

"Try to keep still," Jack advised. He leaned over Rose, coming quite close to her face, to press a button on the ceiling. There was a small beep before hundreds of tiny, glowing things formed a ball and hovered over Rose's hands. Rose let out a small laugh while Audrey stared in amazement.

"Nanogenes," Jack explained, "Sub-atomic robots. The air in here is full of them. They just repaired three layers of your skin."

The Nanogenes disappeared after their work was done and Jack unwound the fabric from Rose's hands. Rose rubbed the smooth, newly-repaired surface of her hands.

"Well, tell them thanks," Rose laughed.

"That was incredible," Audrey breathed, still staring at Rose's hands. Any injury like that would have taken weeks to heal, even with medical treatment, but in a manner of seconds it was completely gone. Jack turned to her with barely concealed surprise.

"I thought you said you're standard for impressive was set pretty high?" Jack said, reminding her of her earlier words.

Audrey winked, "Let's just say you've exceeded expectations, Captain."

Rose looked between the two of them with a frown on her face. Audrey caught this a moment later, not sure why the other woman looked so confused. Perhaps she was uncomfortable? Audrey didn't think that could be it. It was just a little meaningless flirting, that's all.

"Shall we get down to business?" Jack asked suddenly. He pulled a bottle of wine out of a compartment in the wall and looked to them.

"Business?"

"Shall we have a drink on the balcony?" Jack pressed a button and a hatch opened in the ceiling. A small walkway was lowered into the spaceship and Jack walked out. He called back to them, "Bring up the glasses."

He left Audrey and Rose looking after him, both of them just as confused and stunned as the other. They shared a look momentarily before Audrey shrugged, snagged three glasses off the shelf, and followed after him. Rose was close behind her.

Audrey stepped out onto the 'balcony' and was greeted by the scene of the London Blitz. Seeing it in person was much more horrific than she could have imagined. There were burning buildings and planes in the sky that shined searchlights around them. No one seemed to notice the people standing in mid-air.

"I know I'm standing on something," Rose said as she stepped out onto the roof of the ship. She walked unsteadily towards Audrey and Jack, who were watching her in amusement.

Jack pulled a remote control out of his coat pocket and clicked a button. With a small buzzing noise, the ship was de-camouflaged. Being able to see the surface beneath their feet made it easier to relax and not feel like they were about to plummet hundreds of feet down into the middle of London.

"Okay, you have an invisible spaceship," Rose said.

Jack nodded, "Yeah."

"Tethered up to Big Ben for some reason," She continued. A bomb whistled past them and landed in the city, making Rose flinch slightly.

"First rule of active camouflage. Park somewhere you'll remember," Jack explained to her.

"I've always wanted to see Big Ben," Audrey commented offhandedly, "You'd think with all the time I've been spending in London that I would've gotten around to it sooner."

Jack popped the bottle of champagne, making the three of them cheer loudly. He filled up the three glasses that Audrey had brought up with her and she handed them out. When they each had a glass, Jack clinked his with Audrey's and grinned.

* * *

Nancy hopped over train tracks, carefully trying not to jostle the bag in her arms too much. Even though she was constantly looking over her shoulder, she was completely unaware of the Doctor following behind her.

She ducked into the makeshift shelter on the side of the tracks and emptied the bag of food. She made sure that it was hidden properly so that no animal could get to it. After a minute or so, she became aware of someone watching her. When she looked up, she saw the Doctor smiling at her.

"How'd you follow me here?" Nancy questioned.

"I'm good at following, me. Got the nose for it," He told her.

Nancy looked nervous, "People can't usually follow me if I don't want them to."

"My nose has special powers."

"Yeah?" Nancy said, trying to hide a smile, "That's why it's-"

"What?" The Doctor prompted when she stopped.

Nancy shook her head, "Nothing."

"What?"

"Nothing," Nancy insisted, "Do your ears have special powers too?"

"What are you trying to say?" The Doctor asked.

Nancy smiled and turned away from him, "Goodnight, Mister."

"Nancy," The Doctor cut in, sounding serious this time, "There's something chasing you and the other kids. Looks like a boy and it isn't a boy, and it started about a month ago, right?"

Nancy was silent as she turned around. By the look on her face, the Doctor could tell she knew what he was talking about, even if she wasn't willing to discuss it. He knew that Nancy would be the key to finding what he and Rose had been chasing. All he had to do was convince her to help him.

"The thing I'm looking for, the thing that fell from the sky, that's when it landed. And you know what I'm talking about, don't you?" He asked.

"There was a bomb," Nancy confirmed, "A bomb that wasn't a bomb. Fell the other end of Limehouse Green Station."

"Take me there."

Nancy scoffed, "There's soldiers guarding it. Barbed wire. You'll never get through."

"Try me," The Doctor countered.

"You sure you want to know what's going on in there?" Nancy clarified.

He nodded, "I really want to know."

Nancy paused for a moment, looking unsure. The Doctor couldn't tell if it was because she was scared of what it was or if she knew more than she was letting on. His bet was on the latter.

"Then there's someone you need to talk to first," Nancy said.

"And who might that be?"

"The Doctor."

* * *

"You know, it's getting a bit late. We should really be getting back," Rose said as she stood up. The comment was partially directed at Jack and partially directed at Audrey, who did not seem to be in any rush to leave.

"Why head back now when we're having so much fun?" Audrey asked, taking another sip of her drink. She and Jack were both reclining back on the ship casually. Audrey thought the idea of having drinks on a spaceship in the middle of the London Blitz was all a bit far-fetched at first but why not?

"We're discussing business," Jack replied.

"This isn't business. This is champagne," Rose pointed out with a knowing smile.

"I try never to discuss business with a clear head," Jack said. He downed the rest of his drink and then stood up, pulling Audrey along with him. She made a noise of surprise, downed her own drink, and then set the empty glass down, "Are you travelling alone? Are you authorized to negotiate with me?"

"And we would be negotiating what exactly?" Audrey asked.

"I have something for the Time Agency," Jack claimed, "Something they'd like to buy. Are either of you in power to make payment?"

"Well, we-we should talk to our…companion," Rose stammered, looking over to Audrey for help. Audrey nodded along to Rose's statement, but Jack still looked suspicious.

"Companion?" He repeated.

"Yes. Our companion. We should really be getting back to him," Audrey responded.

"Him?"

"Do you have the time?" Rose cut in. Jack cleared his throat, looking briefly disappointed before he pulled out the remote control from before. At the press of a button, the clock face of Big Ben lit up, tolling out a few rings. The time read nine-thirty, still plenty of time to get back to the Doctor without him worrying too much.

Rose looked shocked. "Okay, that was flash. That was on the flash side."

"So, when you say your companion, just how disappointed should I be?" Jack inquired, putting his hands on Rose's waist.

Rose covered his hands with her own and then looked up at him with wide eyes.

"Okay, we're standing in midair," Rose started, Jack hummed in agreement but didn't seem deterred in the slightest, "On a spaceship, during a German air raid. Do you really think now's a good time to be coming on to me?"

"Perhaps not," Jack agreed as he withdrew his hold.

"It was just a suggestion," Rose said hastily. When he moved away, she followed. Jack held his hand out for Audrey to take. She tilted her head in question, but took it anyways.

"Do you like Glenn Miller?" Jack asked her.

Jack used the remote again to switch on some music. The sound of 'Moonlight Serenade' drifted around them as Audrey and Jack started to sway in time to the music. He spun her around a few times until she stumbled, almost losing her balance. Her hand latched onto his arm tightly, and she had the sneaking suspicion that had been his plan all along.

Rose stood a few feet away with her arms crossed and an intense expression on her face. Her discomfort with the situation was partly out of jealousy and partly out of not wanting to know what the Doctor would say if he found out about this. Maybe this was a young Audrey, one who didn't know the truth yet. Rose supposed she couldn't hold that against her.

She was brought back to the present when Audrey's laugh rang out. Jack was dramatically dipping her forwards and Audrey's brown hair was hanging around her. When he let her up again, she rolled her eyes and shooed him away from her. Jack shrugged and held a hand out for Rose, an offer that she hesitantly accepted.

"It's 1941, the height of the London Blitz, the height of the German bombing campaign, and something else has fallen on London. A fully equipped Chula warship. The last one in existence, armed to the teeth. And I know where it is, because I parked it," Jack informed her.

Rose gave a small laugh as the Captain pulled her closer and they continued swaying. Audrey caught the dreamy-eyed look on Rose's face from over Jack's shoulder and she smirked.

"If the Agency can name the right price, I can get it for you. But in two hours, a German bomb is going to fall on it and destroy it forever," Jack pulled away from Rose suddenly, "That's your deadline. That's the deal. Now, shall we discuss payment?"

"Do you know what I think?" Rose questioned, distractedly.

Jack raised an eyebrow, "What?"

"I think you were talking just then."

"Two hours, the bomb falls. There'll be nothing left but dust and a crater."

"Promises, promises," Rose hummed lowly.

"Are you listening to any of this?" Jack asked, sounding annoyed. He looked between both of them, hoping that at least someone was taking him seriously.

"I'm entirely too sober to be having this conversation. Much less with some…" Audrey waved her hand dismissively, "Ex-Time-Agent-turned-freelancer."

"Well, that's a little harsh," Jack said, smirking, "I like to think of myself as a criminal."

Audrey laughed, "I bet you do."

"So, this companion of yours," Jack began, "Does he handle the business?"

"Well, I delegate a lot of that, yeah," Rose told him.

"Well, maybe we should go find him," Jack suggested.

"And how're you going to do that?" Audrey asked. One man in all of London would be difficult to find, especially during this time. It wasn't like they could go for a stroll around the city until they found him.

"Easy. I'll do a scan for alien tech." Jack pulled out another device that made several beeping noises. As he was scanning for what he was looking for, Audrey caught Rose smiling to herself.

"Finally, a professional," Rose said under her breath.

Audrey snickered, "I'm going to tell him you said that."


	34. Empty Child - Part 2

Helllooooo lovelies! I'm back with a new chapter, hope you enjoy it! P.S, there's another question at the end of the chapter for a new character Q&A, so don't forget to leave a comment!

 **Replies to Comments:**

 **bored411** : Yeaaaah _that's_ going to be fun! That's around the next chapter or so and let's just say... it doesn't work out well for anyone involved. Hope you have a good day and enjoy this next chapter!

 **Pastel-Potatoes:** Thank you! I try my very hardest to stay as true to character as I can. Since Jack and Audrey are both giant flirts, they seem to bring out the most extreme sides of each other. Hope you have a good day and enjoy this next chapter! With Love, HaleyLynn.

 **PrincessMagic** : Jack is just the best. I love Jack.

 **Fakira** : Yeah, the flashbacks are a tricky situation. On one hand, I love leaving hints and hearing everyone's theories, but at the same time I'm always like 'oh no Audrey baby I'm so sorry!' when I'm writing them lol. Her and Jack together are Flirt Central though (it'd be even better with River there WITH them but maybe one day...). That's my favorite Doctor and Nancy interaction too! I felt like it gave a bit of a lighter side to a really serious, awful situation. I loved how they were both able to help each other in this episode. Hope you have a good day and enjoy this next chapter!

* * *

The Doctor held a pair of binoculars to observe the area from afar. Nancy had been right when she mentioned that it was crawling with soldiers. They were everywhere! How was he supposed to get in and do his job if that lot was standing around and roping everything off?

"The bomb's under that tarpaulin," Nancy informed him, pointing it out, "They put the fence up overnight. See that building? The hospital."

The Doctor looked over the top of his binoculars momentarily. In the distance a giant building loomed over the area, being lit up by a search light every now and again. He eyed it with disinterest and then went back to surveying the bomb site.

"What about it?" He asked.

"That's where the doctor is. You should talk to him," Nancy suggested again. Since he found her in that shelter, she had been adamant that he sees the doctor. If the situation had been different, he might have, but right now he needed to focus on the problem at hand.

The Doctor used his binoculars to zoom in on the bomb, "For now, I'm more interested in getting in there."

"Talk to the doctor first," Nancy insisted.

"Why?"

"Because then maybe you won't want to get inside."

The Doctor highly doubted that, but he did have to admit he was wearier than he had been at the start. It was clear in the way that Nancy spoke about the bomb that she was terrified of it, or at least of what it had done. That paired with the telephones that can't ring and the gas mask child, he knew he was in for a rough night. Briefly, he wished Audrey were here with him. At least he'd have someone to bounce ideas off of.

He heard Nancy's footsteps on the stairs behind him as she retreated. He didn't even look up from his binoculars when he asked, "Where're you going?"

"There was a lot of food in that house. I've got mouths to feed," Nancy pointed out, "Should be safe enough now."

"Can I ask you a question?" The Doctor said and when he didn't reply, he did so anyway, "Who did you lose?"

"What?" Nancy asked. The Doctor lowered his binoculars and turned to her with an understanding expression.

"The way you look after all those kids. It's because you lost somebody, isn't it? You're doing all this to make up for it," The Doctor elaborated, knowingly. Nancy paused, seeming surprised at his accuracy.

"My little brother. Jamie," She confirmed, "One night I went out looking for food. Same night that thing fell. I told him not to follow me, I told him it was dangerous, but he just…he just didn't like being on his own."

"What happened?"

"In the middle of an air raid? What do you think happened?"

The Doctor let out a small chuckle as he looked up to the sky, "Amazing."

"What is?" Nancy asked.

"1941," the Doctor told her, "Right now, not very far from here, the German war machine is rolling up the map of Europe. Country after country, falling like dominoes. Nothing can stop it. Nothing. Until one, tiny, damp little island says no. No, not here. A mouse in front of a lion."

Nancy's lips pulled into a soft smile at his words.

"You're amazing, the lot of you," The Doctor mused, "Don't know what you do to Hitler, but you frighten the hell out of me. Off you go then, do what you've got to do. Save the world."

The Doctor walked down the steps towards the bomb site, leaving Nancy there on her own. One woman who was single-handedly saving the orphaned children of London. The Doctor thought if he could give hope to someone as incredible as Nancy, he wasn't doing half bad.

* * *

The Doctor walked through the dark and empty wards of Albion Hospital. Well, perhaps 'empty' wasn't the best word. Every bed in the ward was filled, each of them sporting a gas mask like the child had been. Except, none of them stirred when he walked by.

He turned when he heard the sound of footsteps entering the room. Behind him stood an old, bald man who was leaning heavily on a walking stick. Judging by his outfit, he was a Doctor, but he seemed to be the only person in the entire hospital, excluding the patients.

"You'll find them everywhere. In every bed, in every ward. Hundreds of them," The man informed the Doctor.

"Yes, I saw. Why are they still wearing gas masks?"

"They're not. Who're you?"

"I'm, er-" The Doctor paused, "Are you the doctor?"

"Doctor Constantine. And you are?" Constantine repeated.

"Nancy sent me," The Doctor told him as means of explanation. Constantine nodded, seeming placated for now.

"Nancy? That means you must've been asking about the bomb," Constantine realized. When the Doctor confirmed this, Constantine continued, "What do you know about it?"

"Nothing. Why I was asking. What do you know?"

"Only what it's done."

As Constantine looked around at the patients, the Doctor was crossing theories out in his head.

"These people, they were all caught up in the blast?" The Doctor asked.

Constantine shook his head, "None of them were."

He tried to chuckle, but it turned into a fit of coughing. The Doctor reached out to help him as Constantine wobbled on his feet, but he waved him off. Constantine sat back in a chair that was nearby.

"You're very sick," The Doctor pointed out, observing the old man.

"Dying, I should think. I just haven't been able to find the time," Constantine said, making the Doctor smile, "Are you a doctor?"

"I have my moments."

"Have you examined any of them yet?"

"No," The Doctor said, moving to do just that. Constantine gave him a nod of approval, but still looked weary.

"Don't touch the flesh," Constantine warned him.

"Which one?" The Doctor questioned, looking around.

"Any one."

The Doctor examined a patient using his sonic screwdriver. He was careful not to touch any of them and stay a decent distance away. As he observed each part of the patient, he reported his findings back to Constantine.

"Massive head trauma, mostly to the left side. Partial collapse of the chest cavity, mostly to the right. There's some scarring on the back of the hand and the gas mask seems to be fused to the flesh, but I can't see any burns."

"Examine another one," Constantine told him.

Attention captured, the Doctor walked over to the next bed and examined the patient who lied there. He started at the head as he had the other, seeing the same head trauma, and was led all the way down to the same scarring on the back of the hand.

The Doctor looked back to Constantine, "This isn't possible."

"Examine another," Constantine said, sounding almost amused.

The Doctor complied, this time examining a patient from across the room. When he found the same results yet again, he looked up in confusion.

"This isn't possible," The Doctor said again.

"No," Constantine agreed.

"They've all got the same injuries."

"Yes."

"Exactly the same."

"Yes."

"Identical, all of them, right down to the scar on the back of the hand," The Doctor continued, looking at all the patients as he passed them. Too caught up in his observation, the Doctor didn't notice Constantine glance down at his own hand that also bore the scar.

"How did this happen? How did it start?" The Doctor questioned.

"When that bomb dropped, there was just on victim," Constantine started.

The Doctor nodded, "Dead."

"At first," Constantine said, "His injuries were truly dreadful. By the following morning, every doctor and nurse who had treated him, who had touched him, had those exact same injuries. By the morning after that, every patient in the same ward, the exact same injuries. Within a week, the entire hospital. Physical injuries as plague. Can you explain that? What would you say was the cause of death?"

"The head trauma," The Doctor replied instantly.

"No," Constantine denied.

"Asphyxiation," He guessed next.

"No."

"The collapse of the chest cavity."

"No."

"All right," The Doctor said, giving into Constantine's game, "What was the cause of death?"

"There wasn't one. They're not dead," Constantine revealed.

Constantine used his cane to tap waste basket. Suddenly, all the patients in the ward sat upright in their beds. They didn't make a move or any attempt to speak, they only sat there.

"It's all right. They're harmless," Constantine assured him, "They just sort of sit there. No heartbeat, no life signs of any kind. They just don't die."

"And they've just been left here? Nobody's doing anything?" The Doctor asked, sounding outraged. He had seen at least fifty patients, and he was sure there was more throughout the hospital. Hundreds of people in a death-like state and no one was making an attempt to fix it?

"I try to make them comfortable. What else is there?"

The patients all lied back down on their beds, looking as lifeless as they had before.

"Just you? You're the only one here?"

"Before this war began, I was a father and a grandfather. Now I am neither. But I'm still a doctor," Constantine said strongly.

"Yeah. I know the feeling," The Doctor responded, looking away.

"I suspect the plan is to blow up the hospital and blame it on a German bomb."

"Probably too late."

"No. There are isolated cases…" Constantine trailed off as he fell into another coughing fit. It became visibly difficult for him to get the words out, but he continued, "Isolated cases breaking out all over London."

The Doctor made a move to help him, but he was waved off by Constantine once again.

"Stay back, stay back. Listen to me," Constantine said urgently, "Top floor. Room eight oh two. That's where they took the first victim, the one from the crash site. And you must find Nancy again."

"Nancy?" The Doctor repeated.

"It was her brother. She knows more than she's saying. She won't tell me, but she might…" Constantine raised his hands to his throat as he struggled, "Mu…my. Are…you…my mummy?"

Recognizing the words from the child before, the Doctor began to back away. He watched as Constantine's mouth fell open and a gas mask forced its way through. Black material spread up the sides of his face, joining with his eyes that stretched into gas mask ones. The man's head lolled to the side as the transformation was complete and he became like the patients he had been looking after.

"Hello?" A man's voice called out from down the hall. The Doctor turned on the spot and heard another voice call out, this one much more familiar. Rose.

"Doctor?" Another voice joined in. Audrey, that was Audrey. The Doctor looked at Constantine one more time, silently vowing to fix whatever had been done here, before running out of the room.

"Audrey?" The Doctor shouted, rushing into the hallway. He couldn't help allowing a smile to stretch across his face.

* * *

"Audrey?"

Audrey ushered them down a hallway, following the sound of the Doctor's voice. At the end of the corridor, a door opened and the Ninth Doctor stepped through, grinning.

"Ah, it's you!" Audrey cheered. "I was wondering when I was going to see this you again. It's been too long."

The Doctor met her halfway into the hallway, reaching out to pull her into a hug. Audrey wrapped her arms around him tightly with a laugh. He pulled away when Jack walked up behind them, but kept an arm wrapped around Audrey's waist.

"Good evening. Hope we're not interrupting. Jack Harkness. I've been hearing all about you on the way over," Jack told the Doctor, shaking his hand. The Doctor looked over to the girls and raised an eyebrow in question.

"He knows," Rose said hastily, "I had to tell him about us being Time Agents."

The Doctor caught onto the cover, nodding in confirmation.

"And it's a real pleasure to meet you, Mister Spock," Jack told the Doctor, patting him on the shoulder before walking out of the hallway and into the ward. The three of them lingered behind.

"Mister Spock?" The Doctor questioned.

Audrey put her hands up defensively, "Don't look at me. That was all her idea."

"What was I supposed to say?" Rose asked, "You don't have a name. Don't you ever get tired of 'Doctor'? Doctor who?"

"Nine centuries in, I'm coping. Where've you been? We're in the middle of a London Blitz. It's not a good time for a stroll," The Doctor pointed out.

"Who's strolling? I went by barrage balloon. Only way to see an air raid," Rose told him. The Doctor turned to her with concern written all over his face.

"What?" He exclaimed.

Audrey threw her hands up, "That's what I said!"

They both turned to Rose, looking like a pair of worried parents, but the blonde girl wasn't paying attention. She was walking ahead of them to follow after Jack.

"Listen, what's a Chula warship?" Rose asked the Doctor.

The Doctor stopped walking, "Chula?"

"That's what Jack called it. It's some valuable space… thing. I don't know. He thinks we're Time Agents, so he's trying to convince us to buy it," Audrey explained, even though she didn't understand the whole thing herself. The Doctor hummed in thought.

"Where've you been?" The Doctor asked, looking over her outfit. It was a blue and white striped dress with a coat thrown over top. Although it was strangely fitting for this time period, he didn't recognize the outfit, so he assumed she had been to his future.

"Here and there. Mostly your future, so spoilers," She told him, looking up at him, "I've only met this you twice so far, back with the Gelth and then on Platform one."

"So, this is early for you, then?" The Doctor guessed.

"Right at the beginning," She confirmed, bumping her hip against his with a teasing smile, "I haven't gotten tired of you yet. So that's a plus."

The Doctor grinned, pulling her closer, "Oh, I've missed you. Not as fun when you're not here."

Sensing the sincerity in his words, Audrey beamed up at him happily and leaned into his side, "Thanks, Alienboy. I've missed you too."

* * *

"This just isn't possible," Jack muttered, examining the patients, "How did this happen?"

Audrey, Rose, and the Doctor stood behind him, each of them with a look of disapproval on their faces. Audrey could see the panic rising in Jack as he examined patient after patient, seeing that they all had the exact same injuries. She knew that he had to know more than he was letting on.

"What kind of Chula ship landed here?" The Doctor questioned.

"He said it was a warship. He stole it, parked it somewhere out there, somewhere a bomb's going to fall on it unless we make him an offer," Rose supplied, her arms crossed over her chest.

"What kind of warship?" The Doctor asked again.

"Does it matter?" Jack exclaimed, "It's got nothing to do with this."

"This started at the bomb site. It's got everything to do with it," The Doctor said angrily, "What kind of warship?"

"An ambulance!" Jack shouted.

He typed something into the device on his wrist and a hologram of a cylindrical object popped up.

"That's what you chased through the Time Vortex. It's space junk. I wanted to kid you it was valuable. It's empty. I made sure of it. Nothing but a shell. I threw it at you. Saw your time travel vehicle, love the retro look, by the way. Nice panels. Threw you the bait-"

"Bait?" Rose interrupted

"The bomb," Audrey realized, "You were trying to sell it to us and then -oopsie! A bomb falls on it."

"You said it was a war ship," Rose said accusingly.

"They have ambulances in wars," Jack pointed out condescendingly, "It was a con. I was conning you. That what I am, I'm a con man! I thought you were Time Agents. You're not, are you?"

Rose glared at him, "Just a couple more freelancers."

The three of them stood in identical poses with their arms crossed over their chests and their angry looks focused on Jack. All of this mess just to make a little bit of money? And he didn't even seem remorseful about it! Jack gave a sarcastic laugh as he looked them over.

"Oh. Should have known. The way you guys are blending in with the local color. I mean, Flag Girl and Miss USA were bad enough, but U-Boat Captain?" Jack exclaimed, gesturing to their outfits. Audrey looked down at her outfit and then back to Jack with furrowed eyebrows.

"Miss USA? What's that supposed to mean?" Audrey questioned, but Jack ignored her.

"Anyways, whatever's happening here has got nothing to do with that ship," Jack insisted.

"What _is_ happening here, Doctor?" Rose inquired.

"Human DNA is being rewritten by an idiot." The Doctor answered. He wasn't looking at Jack when he said it, but it was clear by the tone of his voice who the comment was directed at. The Captain rolled his eyes, looking like he was about to retaliate when Audrey cut in.

"What do you mean?" Audrey asked the Doctor.

"I don't know," The Doctor said, looking around at the patients, "Some kind of virus converting human beings into these things. But why? What's the point?"

* * *

Hoping to gain more information about the virus and the patients it had infected, the four of them split up around the ward and began examining different patients. Jack had been reluctant at first, still arguing that what he had thrown them had nothing to do with the sickness. None of them were paying him any attention, though. Finding out how to fix what had been done was more important than arguing about the cause of it.

Rose and Audrey had been leaning over one of the patients when, suddenly, he sat up and called for his mummy. The girls reeled back with a noise of surprise as all the patients in the ward began doing the same. They all moved to the center of the room and away from the patients.

"Mummy. Mummy. Mummy? Mummy?" The patients said at once.

"What's happening?" Rose asked.

"I don't know," The Doctor replied.

All of the patients in the room stood up from their beds and started making their way towards them. The Doctor put an arm in front of Audrey and Rose, urging them to move back.

"Mummy."

"Don't let them touch you," The Doctor warned.

"What happens if they touch us?" Audrey asked.

"You're looking at it," The Doctor answered.

"Help me, mummy," The patients called out in sync.

By now, the patients had the four of them backed against the wall. The Doctor stood towards the front of the group, acting as barrier between them and the patients.

"Mummy. Mummy. Mummy. Mummy. Mummy. Mummy."

* * *

Question: If you could ask the Doctor a question, which Doctor would it be and what would you ask? (Will be answering in-character in the next chapter)


	35. The Doctor Dances - Part 1

Hi lovelies! Don't have much to say this time around except for have a nice day and enjoy this next chapter!

 **Replies to Comments:**

 **bored411** : They do deserve some fluff! Honestly, they seem like they're always struggling or fighting or something, they deserve a little break. And oh goodness, replying as Twelve. I feel like I'm probably going to be writing and rewriting this response for a week, Twelve is always the Doctor I struggle to keep in character the most, but I will try my hardest to make up for the lack of Twelve in the series so far.

 **Fakira** : I _agree._ That exchange between the Doctor and Constantine is absolutely heartbreaking. Well, every time the Doctor mentions having lost his family is heartbreaking, but that one in particular always gets me. I think it has to do with the fact that it shows how much losing his family has to do with why he's so dedicated to being 'the Doctor', which I think is an integral part of his character and is really sad and important. I'm glad you liked Audrey and the Doctor's interactions! They truly are best friends first and foremost and they hold so much love for each other (platonic or otherwise) and they're really the most important person to each other. I did Ten for the question, I hope that's okay!

 _ **Doctor's Q &A Corner:**_

 **bored411** : *Twelve* Foreknowledge, absolute power. Knowing what is, what was, and what could be. And a time machine to go and change it all. That power should not rest in the hands of anyone. The power of foreknowledge itself would be a curse and all too tempting. You see tragedy after tragedy, knowing that you had the prior knowledge to have stopped it all along, and you give in, you reach the point where you say 'no, not today, this cannot happen today' so you go back, change it. We try to convince ourselves that we'd use it justly, that, if in the right hands, it could be used for good. And we always assume _we_ are the 'right hands'. But we're not. No one knows what causes changing something might bring, no one knows who will be affected. No, give me ignorance over power any day, and I'll help those I can with the knowledge I have now.

 **Fakira:** *Ten* Oh, well, loaded question, I suppose. I'd go to any lengths I needed to. Audrey'd kill me if she heard that though, so let's try to keep that amongst ourselves. She'd want me to say I'd go to any lengths that don't cause harm to myself or others, but, truthfully, I can't honestly think of one thing I wouldn't do. Audrey has been in my life for longer than anyone else, she's seen me at every angle, she's stood strong through every tragedy, and she's helped me through every struggle. If I spent the rest of my life trying to make up for that, I'd never even scratch the surface. But she deserves for me to try. Audrey deserves more than she gives herself credit for and I'd do anything to make her happy.

* * *

The threat of being transformed into one of the gas mask people loomed over the four timetravelers with every step the patients took. Every step was punctuated with the word 'mummy' called out repeatedly. By the time the patients were within touching distance, each of them was wracking their brains in search for an idea that might save them.

"Go to your room!" The Doctor said, firmly yet still calm. Audrey shot him a questioning glance, but was surprised to see the patients halt in their step. The Doctor then took on the role of an angry parent as he addressed them, "Go to your room. I mean it. I'm very, very angry with you. I am very, very cross. Go to your room!"

Then, the patients bowed their heads and began retreating to their beds. The Doctor didn't let go of his act until they were all back in their rightful places, and no longer posed a threat to anyone else.

"I'm really glad that worked. Those would have been terrible last words," The Doctor said.

Audrey started at him, her mouth opening and closing as she tried to find the words to say. The Doctor smiled at her speechlessness, a rare occurrence in and of itself.

"I…I don't even know what to say," Audrey told him honestly.

* * *

Later, the group had returned to examining the patients, though they remained cautious in case something set them off again.

"Why are they all wearing gas masks?" Rose asked from where she was crouched down by a patient.

"They're not. Those masks are flesh and bone," Jack told her. He was the only one of them not actively working to find a solution. Instead, he was sat at the nurse's station with his feet kicked up onto the desk.

"How was your con supposed to work?" The Doctor inquired.

Jack shrugged, "Simple enough, really. Find some harmless piece of space junk, let the nearest Time Agent track it back to Earth, convince him it's valuable, name a price. When he's put fifty percent up front, oops! A German bomb falls on it, destroys it forever. He never gets to see what he's paid for, never knows he's been had. I buy him a drink with his own money, and we discuss dumb luck. The perfect self-cleaning con."

"Yeah. Perfect," Audrey said sarcastically, gesturing around to the ward, "Except the part where you screwed up and caused _this._ "

It was odd. Despite his actions, Audrey was still getting the feeling that she could trust him. The longer she was in this universe, the more she was beginning to see that whether a person was trustworthy or not was not as tied to their actions as she had once thought. All the people that she had felt she could trust in this universe turned out to be trustworthy, even if their actions didn't always support that.

No matter what she felt, Jack Harkness had a hell of a way to go in making things up before she would truly trust him. She understood that he might've thought the ship was harmless and that this whole situation was a mistake, but that didn't mean he was not to blame. The first step was admitting his fault, and then working to fix it. Only then would she be able to really trust him.

"The London Blitz is great for self-cleaners. Pompeii's nice if you want to make a vacation of it though, but you've got to set your alarm for volcano day," Jack laughed. When he realized that none of the others were agreeing with him, he stooped, "Getting a hint of disapproval."

"Take a look around the room," The Doctor said, pointedly, "This is what your harmless piece of space-junk did."

"It was a burnt-out medical transporter. It was empty," Jack argued.

"Obviously, it wasn't, Harkness," Audrey replied sharply. Jack looked at her with narrowed eyes and clenched his jaw while Audrey stared back evenly.

"Audrey, Rose," The Doctor called as he turned and headed for the door. Audrey gave Jack one more meaningful look, a look that said, 'you better fix this', before she turned and followed the Doctor.

"Are we getting out of here?" Rose asked, going after them.

"We're going upstairs," The Doctor answered.

"I even programmed the flight computer so it wouldn't land on anything living. I harmed no-one. I don't know what's happening here, but believe me, I had nothing to do with it," Jack insisted. Audrey wasn't sure if he was trying to convince himself that he was innocent, or if he was trying to convince them. It was starting to sound like a bit of both.

"I'll tell you what's happening. You forgot to set your alarm clock. It's volcano day," The Doctor told Jack. From outside the hospital, a siren rang out.

"What's that?" Rose asked.

"The all clear," Jack responded.

"I wish," The Doctor said grimly, before exiting the room. Rose and Audrey shared a look and then followed after him. From inside the ward, they could hear Jack's footsteps as he hurried to catch up with them.

The Doctor wasn't in the hallway outside the ward, and seemed to have disappeared from sight. The three of them ran down the hallway, shouting out for him. They ran past a staircase, unaware of the Doctor standing on the landing.

"Have you got a blaster?" The Doctor called down. They stopped running, nearly bumping into each other in the process as they back tracked to the bottom of the stairs.

"Sure!" Jack said. He checked his coat pockets as he ran to join the Doctor at the top of the stairs. When he came up empty, he turned to a smirking Audrey who was standing behind him, "Trust me enough to give me back the gun or am I still too aggressive?"

"Don't push your luck, Harkness," Audrey warned him. She pulled the blaster out from beneath her coat where it was fastened, aware of the look she was getting from the Doctor and Rose.

The Doctor looked between the two of them, "Why'd you have his blaster?"

"He nearly killed me, so I confiscated it," Audrey explained. The Doctor's eyes widened and he turned to Jack angrily.

"He what?" The Doctor exclaimed.

Audrey rolled her eyes, "I handled it. Let's get back to the plan, yeah?"

The Doctor glared at Jack, but nodded and returned to the task at hand. He led them to a metal door that didn't have a doorknob, only a key hole.

"The night your space-junk landed, someone was hurt. This is where they were taken," The Doctor told Jack.

"What happened?" Rose questioned.

"Let's find out. Get it open," The Doctor instructed, gesturing to the door. Jack gave a small laugh before using his blaster on the door. Audrey watched as a small beam of blue light shot out from the blaster. Okay, so maybe Jack had been right when he said she wouldn't know how to fire.

"What's wrong with your sonic screwdriver?" Rose asked, wondering why he hadn't used that to open the door like he always did.

"Nothing," Audrey laughed, "He's just nosy."

Jack's blaster left a square-shaped hole in the wall where the lock had been and the door swung open. Audrey let out a low whistle, impressed.

"Woah. That was cool," Audrey commented, "I should've kept it."

"Sonic blaster, fifty-first century. Weapon Factories of Villengard?" The Doctor guessed.

Jack looked surprised, "You've been to the factories?"

"Once," The Doctor answered shortly as he observed Jack's blaster.

"Well, they're gone now, destroyed. The main reactor went critical. Vaporized the lot," Jack explained.

"Like I said. Once," The Doctor said, handing the blaster back, "There's a banana grove there, now. I like bananas. Bananas are good."

The Doctor and Audrey walked through the door, leaving Jack and Rose lingering around the outside. Rose glanced over at the hole the blaster had left in the door and nodded in approval.

"Nice blast pattern," She told Jack, gesturing to the square in the metal frame.

"Digital."

"Squareness gun."

"Yeah."

"I like it," Rose commented, smiling at him over her shoulder. She followed the Doctor and Audrey, Jack staring after her with his own smile on his lips.

The inside of the room was torn apart. The four of them had to be careful where they stepped, seeing as the whole floor was littered with papers and ruined equipment. An observational window divided the room, one half being set up for a team of doctors possibly and the other half inhabited by a small bed. The glass of the window was shattered and strewn around the room. Audrey came to a stop at the desk in front of the window and picked up a shard of glass, twirling it around in her fingers.

"What do you think?" The Doctor asked.

"Someone broke out of here, for sure. This looks like it was broken from the inside," Audrey said, tossing the glass back onto the desk.

"Yeah. And?" The Doctor directed this question towards Jack. Whether it was because he wanted his opinion or wanted him to confront what his 'harmless space junk' did, Audrey didn't know. Though, she was betting on the latter.

"Something powerful. Angry," Jack supplied.

The Doctor nodded, "Powerful and angry."

Audrey stepped into the room on the other side of the glass. Beside the bed that she had seen originally, there were a child's toys scattered around the floor. A teddy bear here, a rocking horse there. All the walls of the room were covered in drawings, each of them depicting a woman.

"This was a kid's room," Audrey noticed, looking around, "Well, guess that explains 'Mummy'."

"How could a child do this?" Rose wondered and Audrey had to agree. Smashing the glass alone would take incredible force, a kind that not many children had.

"Depends on what happened when the ambulance crashed," Audrey pointed out.

At the desk, the Doctor switched on a tape recorder. An older man's voice, one that the Doctor recognized as Doctor Constantine's, and the child's voice could be heard over the tape.

"Do you know where you are?" Doctor Constantine questioned.

"Are you my mummy?" The child asked. Audrey stiffened as she heard this. It was the same question that they had heard the patients asking over and over again. Of course, they'd known the whole thing was tied to the child and the crashed ship, but how much? And what importance did that question have?

"Are you aware of what's around you? Can you…see?" Constantine continued.

"Are you my mummy?"

"What do you want? Do you know-"

"I want my mummy. Are you my mummy? I want my mummy! Are you my mummy? Are you my mummy? Mummy? Mummy?"

"Doctor, I've heard this voice before," Rose spoke up.

"Me too," The Doctor replied.

"Always 'are you my mummy?' Like he doesn't know," Rose said, thinking out loud. The tape continued with the child repeatedly asking that question over and over. Rose's eyebrows furrowed, "Why doesn't he know?"

The Doctor walked into the room. He began pacing up and down the length of the small space, seeming to grow more and more agitated by the moment. Every now and then his eyes would dart to a picture on the wall or a toy on the ground, but for the most part he was trying to work through his thoughts and theories.

"Can you sense it?" He asked, sounding on edge.

Jack shook his head, "Sense what?"

"Coming out of the walls," The Doctor said urgently, "Can you feel it?"

"Mummy?" The child's voice on tape called out. At this point, the Doctor turned to face the others and realized that none of them were on the same page that he was.

"Funny little human brains," He mused, "How do you get around in those things?"

"When he's stressed, he likes to insult species," Audrey told Jack, who looked confused. She'd noticed that habit with each Doctor she'd seen so far. No matter the danger or the situation, his first fall back was the insult humans. Which she shouldn't find as funny as she did.

"Audrey, I'm thinking," The Doctor interrupted.

"He cuts himself shaving, he does half an hour on life forms he's cleverer than," Rose said.

"There are these children living rough round the bomb sites. They come out during air-raids looking for food," The Doctor started.

"It was a med-ship. It was harmless," Jack cut in, quietly. Audrey glanced over at him, seeing the look on his face. She could tell he was starting to see the reality of the situation, he was starting to see his fault.

"Yes, you keep saying harmless," The Doctor said, annoyed, "Suppose one of them was affected, altered?"

"Altered how?" Audrey asked, not liking the sound of that.

"I'm here!" The voice of the child exclaimed.

"It's afraid. Terribly afraid and powerful. It doesn't know it yet, but it will do," The Doctor went on. Then, he stopped for a moment and grinned, "It's got the power of a god, and I just sent it to its room."

He looked over at Audrey, the two of them sharing a small laugh. Rose gave them a look, one that said, 'now wasn't the time'.

"I'm here," The child said, "Can't you see me?"

"What's that noise?" Rose questioned, referring to the clicking noise that rang out around the room. The smiles dropped off the Doctor and Audrey's faces.

"End of the tape. It ran out about thirty seconds ago," The Doctor told Rose.

"I'm here, now. Can't you see me?" The child called, giddily.

"I sent it to its room. This is its room," The Doctor realized. He whirled around, coming face-to-face with the gas mask child.

The only thing that separated them was the wall where the observation window had once been set. If they hadn't already seen that the child was capable of terrifying things, the wall might have been a comfort, but they knew better.

The child stared at them, "Are you my mummy? Mummy?"

"How about leaving? I like the sound of leaving," Audrey piped up. Her eyes darted around the room for an exit, only to find that the one exit was behind the child.

"Leaving's good," The Doctor agreed with a nod.

"Okay, on my signal make for the door," Jack instructed. There was a beat of silence before Jack jumped into action and aimed his blaster at the child. "Now!"

With his shouted signal, they were supposed to make for the door, except Jack's blaster had been replaced by a banana, and he was now aiming a fruit at the child. Jack looked over to the Doctor, who grinned. The Doctor pulled Jack's blaster out and made a square hole in the wall for them to make their getaway.

"Go now! Don't drop the banana!" The Doctor shouted, ushering them through the hole while he kept his eyes on the child. The three of them hurried through and stumbled into the hallway.

"Why not?" Jack exclaimed.

"Good source of potassium!" The Doctor replied as he followed them.

"Give me that!" Jack snatched the blaster out of the Doctor's hand. As the child rounded the corner of the room and started to approach the hole in the wall, Jack aimed his blaster at the wall and repaired it.

"Digital rewind. Nice switch," Jack added, tossing the banana back to the Doctor.

"It's from the groves of Villengard. I thought it was appropriate," The Doctor said.

"There's really a banana grove in the heart of Villengard and you did that?" Jack inquired, disbelieving.

"Audrey and I had a contest," The Doctor explained, bumping his hip with Audrey's, "Things tend to blow up when she wins."

Audrey grinned, "Sounds like fun."

"Oh, it was."

"Can't wait."

As the two of them were laughing, the wall they had just come through started to crack.

"Doctor! Audrey!" Rose said, grabbing their arms to get their attention.

"Come on!" The Doctor yelled, leading them down another hallway. They ran after him, eager to get away from the creepy child with super strength.

Racing down the hall, they were cut off by a swarm of gas mask patients coming out of the ward. They turned back around and ran the other way, only for it to happen again. Now, they were back where they started in front of the cracking wall and they were also surrounded by patients.

"It's keeping us here till it can get at us," The Doctor said, not seeing a way out of the situation.

"It's controlling them?" Jack asked. He spun around, aiming his blaster at whichever group of patients seemed to be getting closer.

"It is them," The Doctor corrected, "It's every living thing in this hospital."

"Okay, is there good news? What do we have?" Audrey questioned frantically.

"Okay. This can function as a sonic blaster, a sonic cannon, and as a triple-enfolded sonic disrupter," Jack reported, before looking over at the Doctor, "Doc, what you got?"

"I've got a sonic-" The Doctor started off confidently before faltering, "Er. Oh, never mind."

Audrey pulled her own sonic screwdriver out of her pocket and held it up. When the Doctor saw her, he pushed her arm down and shook his head. She gave him a questioning look as he lowered his sonic too.

"What?" Jack asked.

"It's sonic, okay? Let's leave it at that," The Doctor answered defensively.

"Disrupter? Cannon? What?"

"It's sonic! Totally sonic! I am sonicked up!"

"A sonic what?"

"Screwdriver!" The Doctor shouted, turning to show Jack. Audrey managed to catch the confused look on the man's face, before the child broke through the wall.

"Going down!" Rose warned, grabbing Jack's blaster and aiming it at the floor.

A square-shaped hole appeared in the floor and the four of them tumbled through the ceiling of the ward beneath them. Before any of the patients from above could get in, Rose took the blaster again and aimed it at the ceiling, this time closing the hole.

"Doctor, Audrey, are you okay?" Rose checked.

"Could've used a warning," The Doctor grumbled, pulling himself off the ground. He offered Audrey a hand, which she took gratefully.

"Oh, the gratitude," Rose muttered. Audrey patted her shoulder and gave her a smile.

"That was a nice move, Rose," Audrey complimented, sounding sincere. Rose looked pleased that the other woman was on her side.

"See. At least Audrey appreciates me," Rose told him. He rolled his eyes at the pair of them as they smiled at each other.

Jack shook his head, "Who has a sonic screwdriver."

"I do," The Doctor said.

"Me too," Audrey added, holding up her screwdriver. Jack looked between the two of them with a disbelieving look as Audrey observed the tool, "It actually comes in handy."

"Lights," Rose said to herself as she looked around the room, "There's got to be a light switch."

"Who looks at a screwdriver and thinks, ooo, this could be a little more sonic?" Jack mocked.

"What, you've never been bored? Never had a long night? Never had a lot of cabinets to put up?"

As the two of them continued bickering, Rose was feeling around the edges of the room for some sort of light switch. She managed to find it after a moment and she flipped on the light for the whole ward. All together the patients in the ward sat up in their beds.

"Mummy. Mummy," The patients cried.

"Door," Jack commanded, rushing towards the end of the ward.

They followed after him, stopping when he tried his blaster on the door. Every time he tried to get the door open, the blaster failed and the patients kept drawing closer.

"Damn it!" Jack cursed. Where Jack's blaster had failed, the Doctor's screwdriver worked. The door was open in a moment and the Doctor hurried them through it.

"It's the special features. They really drain the battery," Jack tried to explain.

The Doctor slammed the door shut behind them and he and Audrey got to work sonicking it shut. No matter how strong the gas mask people might be, it was going to take them a while to get through that door.

On the other hand, the room that they were now trapped in wasn't very promising either. It looked almost like a supply cupboard and was filled with useless things like broken wheelchairs or ripped diagrams. Plus, there was no other exit.

"The battery?" Rose scoffed, "That's so lame."

"Doctor, one. Harkness, zero," Audrey snickered.

Jack glared, "I was going to send for another one, but somebody's got to blow up the factory."

"Oh, I know," Rose told him, "First day I met them, they blew my job up. That's practically how they communicate."

"Hey, I haven't done that yet," Audrey protested.

"Yeah, but you still did it," Rose pointed out. Audrey opened her mouth to argue, but fell short for an answer. Instead, she settled on making a childish face at Rose, to which the girl only laughed.

"Okay, that door should hold it for a bit," The Doctor announced, joining them in the middle of the room.

"The door?" Jack repeated, "The wall didn't stop it!"

"Be a little more optimistic, Captain. They've got to find us first," Audrey said.

"Come on, we're not done yet! Assets, assets!" The Doctor encouraged them.

"Well, I've got a banana, and in a pinch, you two could put up some shelves," Jack said sarcastically. The Doctor ignored the other man's attitude as he continued to search for a way out or at least something that gave them an advantage against the gas masks.

"Window," The Doctor suggested, hopping onto the desk in front of the only window in the room.

"Barred. Sheer drop outside. Seven stories," Jack supplied, unhelpfully.

Audrey sighed, "And no other exits."

Jack set back in a broken wheelchair and gave them a snarky smile, "Well, the assets conversation went in a flash, didn't it?"

"So, where'd you pick this one up, then?" The Doctor asked, looking pointedly at Audrey and Rose.

"She was hanging from a barrage balloon, I had an invisible spaceship," Jack answered, referring to Rose. Then, he turned his attention to Audrey and smiled, "And then she just _appears_ out of nowhere. I never stood a chance."

The Doctor visibly bristled, and then turned back to the window, "Okay. One, we've got to get out of here. Two, we can't get out of here. Have I missed anything?"

"Yeah. Jack just disappeared," Rose cut in. Audrey and the Doctor turned around to see the wheelchair Jack had been sitting in was empty and the man was nowhere in sight.

"Okay, so he's vanished into thin air. Why is it always the great looking ones who do that?" Rose asked mournfully. A laugh bubbled up from Audrey's mouth, but she disguised it as a cough when she caught the Doctor's look.

"I'm making an effort not to be insulted," The Doctor responded plainly.

Rose patted his shoulder, "I mean…men."

"Okay, thanks," The Doctor said, smiling sarcastically, "That really helped."

"Don't look so put-out, Doctor," Audrey told him, putting her arm around his shoulders. She gave Rose a teasing smile, "Rose is just having a bit of fun with the Captain."

"And you?" The Doctor questioned, looking over at her. The question was simple, and they both knew that Audrey understood what he meant, but she was still confused. How was that any of his concern?

"What about me?" Audrey asked instead. The Doctor looked like he wanted to answer that question, and the fire in his eyes told her it was likely going to be the start of an argument, but he was cut off by the radio in the corner as it turned itself on.

"Audrey? Rose? Doctor? Can you hear me?" Jack's voice called through the radio. The Doctor jumped up and headed to the radio. Rose and Audrey were close behind, watching as he picked up the radio's wires and saw that they were unconnected.

"I'm back on my ship. Used the emergency teleport. Sorry I couldn't take you. It's security keyed to my molecular structure. I'm working on it. Hang in there."

"How're you speaking to us?" The Doctor questioned.

"Om-Com. I can call anything with a speaker grill," Jack answered.

"Now, there's a coincidence," The Doctor said grimly.

"What is?"

"The child can Om-Com, too."

"He can?" Rose asked in surprise.

"Anything with a speaker grill," The Doctor confirmed, "Even the TARDIS phone."

"What, you mean the child can phone us?" Rose inquired.

"And I can hear you," The child's voice added happily over the radio, "Coming to find you. Coming to find you."

"This is beginning to sound more and more like a bad horror movie," Audrey noticed, looking at the radio with distaste. Creepy children, check. Abandoned building, check. And, to top it all off, they had the threat of German bombs looming over them. Audrey thought she shouldn't be enjoying this as much as she was.

"Doctor, can you hear that?" Jack asked, evidently the same message from where he was.

"Loud and clear," The Doctor replied.

"I'll try to block out the signal. Least I can do," Jack told them. The child's voice came over the radio once more, before it was overpowered by the sound of a certain song, "Remember this one, girls?"

As the sound of Moonlight Serenade became louder, Audrey laughed.

"How sentimental of you, Harkness," Audrey said, smirking. She felt eyes on her and turned to see the Doctor with a hard look on his face, so she tried to explain, "It's our song."

"You have a song now, do you?" The Doctor asked.

Audrey's eyes narrowed at the tone in his voice, "Maybe. Problem?"

"Yeah. Several, actually," The Doctor bit out. From the corner of her eye, Audrey saw Rose move to the edge of the room distracting herself with sorting through the items on a desk.

"Okay, what's with the attitude? You're being snippy," Audrey said, crossing her arms over her chest.

Audrey understood that the situation was stressful. They were trapped in closet by a freaking toddler, for God's sake! However, that wasn't a reason to act like this. Every other time they were in danger, they figured it out, and they would figure this out, Audrey was sure of it. But they all had to work together to do so and they couldn't do that when he was being snippy.

"Am I?" The Doctor asked, sarcastically, "With how much you're flirting with _him_ I didn't think you'd notice."

She reeled back, "What?"

"You're flirting with him!" The Doctor exclaimed, gesturing to the radio in a way that Audrey assumed meant he was talking about Jack.

"I'm entitled to flirt with whoever I'd like. You're not the boss of me," Audrey pointed out.

The Doctor scoffed, "You sound like a child."

"I'm being a child?" Audrey asked, "You're the one shouting at me without even giving me a reason!"

"I can't," The Doctor responded, suddenly going quiet. He seemed to withdraw from the argument in a way that was noticeable to Audrey and in a way, that made her stop as well.

They were at this point, a point that they always seemed to come to, when he would look like there was something he wanted to tell her, but there was always something holding him back. In every regeneration, he had that moment and Audrey never knew what to say. How do you even begin to understand someone who knows every detail about you but offers none about themselves?

"Why not?" Audrey asked, sounding almost desperate. If they could just move past whatever it was he was keeping from her, things would be so much easier.

"Because," The Doctor replied shortly.

"Because," Audrey repeated, shaking her head slightly. Was he ever going to tell her? Were they going to live hundreds of years having this same argument that she didn't even know the start of?

Audrey rolled her eyes, feeling frustrated and fed up with the entire situation. She turned away from the Doctor and moved to the end of the room where Rose was sitting in the wheelchair Jack had occupied.

While her back was turned, she didn't notice the regretful look the Doctor sent her way. She didn't get to see just how hard it was on him, too.

* * *

The arguing had stopped, but the tension was still there in the air. On one end of the room, Audrey and Rose were sitting in wheelchairs while Audrey told Rose a story about an adventure she and the Ninth Doctor had had after their run in with Dickens. The Doctor was on the other end of the room, scanning the window with his sonic screwdriver. Not a minute went by where one of them didn't glance over at the other. It may had escaped their notice, but Rose saw it.

"What're you doing?" Rose asked when the sonic gave a loud whirring noise.

"Trying to set up a resonation pattern in the concrete, loosen the bars," The Doctor explained, not looking away from the task at hand.

"He's coming back," Audrey said matter-of-factly. She could see the Doctor's shoulders stiffen, but he still didn't turn around.

"Wouldn't bet my life," The Doctor replied.

"Why don't you trust him?" Audrey questioned, wheeling her chair around to look up at him. To an extent, Audrey could see where the Doctor was coming from. He had been the root cause for what was happening here, but he was starting to make up for that. The Doctor always gave second chances, even to the bad guys, so why was Jack so different?

"Why do you?" The Doctor countered.

"Because he's done nothing to suggest otherwise. Yeah, the crash was his fault, but it was a mistake, and he's trying to make it better. I think that's pretty trustworthy," Audrey answered and the Doctor gave a huff in response.

"Plus, he saved my life," Rose added, "Bloke-wise, that's up there with flossing. I trust him because he's like you. Except with dating and dancing."

This made the Doctor turn around. He looked over his shoulder at them briefly, before rolling his eyes.

"What?" Rose asked.

"You just assume I'm-"

"What?"

"You just assume that I don't dance."

Audrey raised an eyebrow, "Are you saying that you do?"

"Nine hundred years old, me. I've been around a bit. I think you can assume at some point I've danced," The Doctor said. Both women were now leaning forward in interest, whether it was from the confession that he had danced, or the defensiveness in his tone.

"You?" Rose questioned.

"Problem?"

"Doesn't the universe implode or something if you dance?" Audrey teased.

"Well, I've got the moves but I wouldn't want to boast," The Doctor told them.

The girls shared an amused look as an idea formed in their heads. Audrey nodded towards the radio in the corner and Rose walked over to it. As if sensing that they were plotting against him, the Doctor looked cautiously over his shoulder. Rose turned the music up slightly and then held her hand out to the Doctor.

"You've got the moves? Show me your moves," Rose challenged.

The Doctor looked between her and the window, "Rose, I'm trying to resonate concrete."

"Oh, come on," Audrey joined in, "Jack'll get us out."

"The world doesn't end because the Doctor dances," Rose said.

The Doctor looked between the two women who were ganging up on him and sighed. He tucked the sonic screwdriver back into his coat pocket and stepped down from the desk. Instead of taking Rose's hands and dancing, he paused and flipped them palm side up.

"Barrage balloon?" He asked.

Rose furrowed her eyebrows, "What?"

"You were hanging from a barrage balloon," The Doctor reminded her, flipping her hands over to find some sign of damage. Realization dawned on Rose's face when she realized what he was referring to.

"Oh, yeah. About two minutes after you left me. Thousands of feet about London, middle of a German air-raid, Union Jack all over my chest."

"I've travelled with a lot of people, but you're setting new records for jeopardy friendly. I think Audrey's a bad influence on you," The Doctor said, sending a pointed look in Audrey direction.

"I see a whole lot of talking and not enough dancing," Audrey pointed out, looking bored. She did another spin in the wheelchair, nearly knocking over a diagram in the corner. The Doctor's gaze lingered on her for a moment longer before he looked back down at Rose's hands.

"Hanging from a rope, thousands of feet above London. Not a cut, not a bruise," The Doctor said, showing Rose the palm of her hands.

"Yeah, I know. Captain Jack fixed me up."

"Oh, we're calling him Captain Jack now, are we?"

"Well," Audrey drawled from where she sat, "His name's Jack… and he's a Captain."

"He's not really a Captain, Audrey," The Doctor told her, smiling sarcastically. Audrey returned the smile in much of the same fashion. Rose could see the beginnings of another argument brewing so she hurriedly cut in.

"Do you know what I think? I think you're experiencing Captain envy," Rose suggested, taking the Doctor's hands and forcing him to dance with her, "You'll find your feet at the end of your legs. You may care to move them."

"If ever he was a Captain, he's been defrocked," The Doctor continued loudly, making sure Audrey heard him.

"Yeah? Shame I missed that," Audrey said. She tried to sound casual, but her tone was filled with spite.

"Actually, I quit. Nobody take my frock," Another voice piped up.

Rose and the Doctor pulled away from each other, taking in their new surroundings. They were now in Jack's spaceship, with the man sitting at the captain's chair as he typed something into the controls. Audrey, who had noticed where they were while they were still talking, was standing behind Jack.

"Most people notice when they've been teleported. Aren't they just so sweet?" Jack asked, turning to Audrey, "Sorry about the delay. I had to take the nav-com offline to override the teleport security."

"You can spend ten minutes overriding your own protocols? Maybe you should remember whose ship it is," The Doctor told him.

Jack sighed, "Oh, I do. She was gorgeous. Like I told her, be back in five minutes."

"This is a Chula ship," The Doctor realized as he looked around.

"Like the ambulance," Audrey said.

"Yeah, just like that," Jack confirmed, "Only this one is dangerous."

Audrey scoffed, "And the other one wasn't?"

The Doctor snapped his fingers. The Nanogenes from before circled around his hand, creating a glowing ball of energy.

"They're what fixed my hands up. Jack called them, er-" Rose faltered, looking to Audrey for help.

"Uh, nano-somethings," Audrey said, failing to recall the name.

"Nanobots?" The Doctor guessed, "Nanogenes."

Rose nodded, "Nano-genes, yeah."

"Sub-atomic robots. There's millions of them in here, see? Burned my hand on the console when we landed. All better now. They activate when the bulk head's sealed. Check you out for damage, fix any physical flaws," The Doctor explained, before batting the Nanogenes away. He then turned to Jack with a serious face, "Take us to the crash site. I need to see your space junk."

"As soon as I get the nav-com back online. Make yourself comfortable. Carry on with whatever it was you were doing," Jack encouraged, giving Rose and the Doctor a suggestive look.

"We were talking about dancing," The Doctor defended.

"It didn't look like talking," Jack pointed out.

Rose shook her head, "It didn't feel like dancing."

* * *

It was a while later and they were still stuck in Jacks ship. The Captain was trying to get the nav-com back up as he had said, but it was taking longer than expected.

"So," Rose started, "You used to _be_ a Time Agent now you're trying to con them?"

"If it makes me sound any better, it's not for the money," Jack told them as he worked on the control panel beside his chair.

"For what?" Rose asked.

"Woke up one day when I was still working for them, found they'd stolen two years of my memories. I'd like them back," Jack explained.

"They stole your memories?" Audrey questioned.

"Two years of my life. No idea what I did," Jack replied, his glancing shifting towards the Doctor, "Your friend over there doesn't trust me, and for all I know he's right not to."

Audrey couldn't begin to imagine what that was like. Most people had an idea of the person they were, whether they liked who that was or not. She couldn't even think how hard it must be to know that there was a time of your life that was missing, things you don't remember doing. In Jack's eyes, she could see the fear of who he might've become, and that _was_ something she could understand.

"Don't worry, Harkness. I think you're a pretty all right guy," Audrey said, sincerely. Jack looked up at her, seeing the honesty in her eyes, and for a moment, they understood each other. It didn't matter if they had just met or if they hardly knew each other, they _understood_ the other's pain. That was the moment Audrey truly trusted Jack Harkness, and that was the moment she knew they'd be good friends.

"Just all right?" Jack asked teasingly, trying to lighten the mood.

Audrey was about to reply when Jack's eyes drifted to a sight over her shoulder. The Doctor stood a few feet away with his arms crossed over his chest, he was looking at Audrey with a mix sadness and something else Jack couldn't place. When the Doctor caught Jack's gaze, he glared and the look was replaced with annoyance.

The Captain cleared his throat before Audrey could get her words out and he looked back to the controls, "Okay, we're good to go. Crash site?"


	36. The Doctor Dances - Part 2

Hey lovelies! Hope everything is going well, we're on the last chapter of The Doctor Dances, which is a bit sad because I reaaaally love this two parter and I've loved hearing ya'll's feedback on it. Anyways, hope you have a nice day and enjoy this next chapter!

 **Replies to Comments:**

 **Pastel-Potatoes** : Thank you, I'm glad you enjoyed it! Hope you have a nice day and enjoy this next chapter!

 **EmilyShaeFire:** Aw, thank you lovely! I always feel so honored when people tell me they binged this story because I have a habit of binging every fanfic I find so I feel like it's this cool, fandom experience we all share, no matter what kind of fandom or fic it is. I'm glad you like the hints at the Doctor and Audrey, foreshadowing is probably my absolute favorite thing to do in writing because I LOVE spreading out little bits of information. And I love reading everyone's reviews because they're usually so, so, so sweet and I love hearing feedback on the story. I genuinely appreciate every single person who reads this story, whether they review or not, and I try my hardest to make sure that comes across. Hope you have a nice day and enjoy this next chapter!

 **bored411** : Things certainly are tense in this episode! Thank you for the feedback on the Q&A. Hope you have a nice day and enjoy this next chapter!

* * *

The crash site was exactly what Audrey had pictured. There was a small area surrounded by barbed wire fencing and had at least a dozen soldiers patrolling the area. The men were concentrated more heavily towards the center of the site, where something was hidden under a tarpaulin.

"There it is," Jack said, nodding to the tarpaulin. His gaze drifted to a young soldier standing outside the opening of a tent. "Hey, they've got Algy on duty. It must be important."

"You know him?" Audrey questioned. Maybe if Jack knew him, it wouldn't be so difficult to get in.

"We're friends," Jack confirmed, before grinning wickedly. "Sort of."

The Doctor rolled his eyes, "We've got to get past him."

"Are the words 'distract the guard' heading in our general direction?" Rose asked, gesturing to her and Audrey.

"I don't think that'd be such a good idea," Jack said.

Rose looked slightly offended, "Don't worry we can handle it."

"I've got to know Algy quite well since I've been in town. Trust me, you're not his type. I'll distract him," Jack suggested. He didn't wait for a response before he headed towards the tent and called back to them, "Don't wait up."

Rose stared after Jack with an open mouth, still looking offended that he though they wouldn't have been able to distract him. Audrey laughed as she drew the line, seeing how Jack smirked as he approached the other man.

"Relax," The Doctor told Rose. "He's a fifty first century guy. He's just a bit more flexible when it comes to dancing."

"How flexible?" Rose wondered.

"Well, by his time, you lot have spread out across half the galaxy," The Doctor reasoned.

Audrey rose an eyebrow, "Meaning?"

"So many species, so little time," The Doctor answered.

"What, that's what we do when we get out there? That's out mission? We seek new life and, and…"

"Dance," The Doctor finished with a cheeky smile.

Ahead of them, Jack had just entered the bomb site. Algy was facing away from him as he approached, so he called out to him.

"Hey, tiger. How's it hanging?" Jack greeted.

Algy turned on his heels and cocked his head to the side. His eyes were wide with child-like curiosity.

"Mummy?" Algy questioned.

Jack frowned, "Algy, old sport, it's me."

"Mummy?" Algy asked again.

"It's me, Jack," Jack said, his eyebrows knitting together in confusion.

"Jack," Algy tested out, "Are you my mummy?"

As soon as the words left his mouth, Algy began to cough. He doubled over from the force of it as Jack watched helplessly. The other man fell to his knees and his mouth gaped open, soon being replaced by the front of a gas mask. The gas mask spread up the sides of his face before it met at his forehead. Before Jack could reach out to help, the other three were shouting out.

"Jack!" Audrey yelled.

"Stay back!" The Doctor warned.

"You men, stay away," Jack commanded, shooing the other soldiers away. They looked like they wanted to go against his wishes and help Algy, but something told them he was beyond their help.

When Audrey reached Jack, she grabbed his arm and pulled him a bit further away until she was sure he was safe. She did the same to Rose when the blonde girl got too close. Whatever was happening to these people, Audrey sure as hell wasn't letting it happen to any of her friends.

"The effect's become air-borne, accelerating," The Doctor explained.

"What's keeping us safe?" Rose questioned.

"Nothing," The Doctor replied.

"We should work quickly then," Audrey said. The sound of the sirens rang out from above.

Jack sighed, "Ah, here they come again."

"Didn't you say a bomb was going to land here?" Rose asked Jack, looking around the bomb site.

The Doctor shook his head, "Never mind that. If the containments airborne now, there's hours left."

"For what?" Jack asked.

"Till nothing, forever. For the entire human race," The Doctor responded seriously. Then, something in his face changed and he looked around. "And can anyone else hear singing?"

It was quiet for a moment and Audrey realized that she could hear it too. They followed the noise into the tent and saw a young woman, who the Doctor recognized as Nancy, singing to a man that had been turned into a gas mask.

"When the wind blows, the cradle will rock. When the bough breaks, the cradle will fall. Down will come baby, cradle and all," Nancy sang shakily. When she heard them enter, she looked up and her face was flooded with relief.

The Doctor motioned for her to keep singing, as that seemed to be keeping the gas mask man calm. Nancy shook her hands, drawing their attention to the handcuffs she was wearing. The Doctor used his sonic to unlock them and Audrey rushed forward the move the girl away from the gas mask man.

Outside, they turned on the field lights and uncovered the spacecraft.

"You see? Just an ambulance," Jack said pointing at the object.

"That's an ambulance?" Nancy asked, sounding disbelieving. Rose put her arm around the girl, trying to comfort her.

"It's hard to explain. It's from another world," Rose told her.

"They've been trying to get in," Jack said to the Doctor and Audrey as the three of them stood over the control panel.

"Something like this falls in the middle of London, during the Blitz no less, and you think they're just going to leave it be?" Audrey asked sarcastically.

"They think they've got their hands on Hitler's latest secret weapon," The Doctor continued. Jack tried typing on the control pad and nothing happened, "What're you doing?"

"The sooner you two see this thing is empty, the sooner you'll know I had nothing to do with it," Jack replied.

He continued typing in a few codes until there was a shower of sparks. They all ducked away from the object, while an alarm began to sound. The panel started flashing red, making Jack huff.

"Didn't happen last time," Jack informed them, trying again.

"It hadn't crashed last time," The Doctor pointed out, "There'll be emergency protocols."

"Doctor! Audrey!" Rose yelled. The two of them looked over at her, seeing that she was pointing to the gate of the bomb site.

After first, they didn't notice anything was wrong, but then they heard it. Every few seconds there was a bang and then the gate would shake, like someone was trying to force their way through.

"Captain, secure those gates!" The Doctor instructed.

"Why?" Jack inquired.

"Just do it!"

Audrey turned to the girls, "How'd you get in, Nancy?"

"I cut the wire," The girl answered, not seeming to know why this was important. Audrey pulled something out of her pocket and tossed it to Rose. The blonde girl caught it and saw that it was Audrey's sonic.

"Show Rose. Setting two thousand four hundred and twenty-eight D," Audrey told them hurriedly.

Rose looked confused, "What?"

"Reattaches barbed wire. Go!" The Doctor urged them, as he climbed onto the ambulance.

The girls nodded and ran off in the other direction. Audrey turned to the Doctor, adrenaline flooding her veins.

"What do you need me to do, Doctor?" Audrey questioned, but he didn't answer her, "Doctor!"

"Nothing. I've got it," The Doctor muttered testily.

Audrey threw her hands up in exasperation, "Are you still angry at me?"

"What do you want me to say?" The Doctor shouted.

"I don't know!" Audrey shot back, "Maybe let me know what I did wrong so I can fix it? Or at least wait until we aren't in life threatening danger to ignore me?"

The Doctor spared a look up at her and his eyes told Audrey everything she needed to know. There wasn't anger in his eyes, like she had though there would be. Instead, they showed mainly hurt and a bit of aggravation.

When he saw her expression and how willing she was to help, he sighed. Audrey could tell the fight wasn't over, but he was willing to wait until they were out of harm's way before continuing.

"Come here," He told her finally. "I need your help getting this open."

The two of them tried what they could, but weren't familiar with how the ship worked. They couldn't risk doing something wrong and having it backfire on them horribly. At last, Jack finished securing the gate and came back to the ship. He was much more familiar with it and could open it in a few seconds.

"It's empty. Look at it," Jack insisted. He was very eager for them to see that he was innocent in this whole thing, once and for all.

"What do you expect in a Chula medical transport? Bandages? Cough drops?" The Doctor asked, turning to the girls for answers, "Rose? Audrey?"

Rose shook her head, "I don't know."

"Yes, you do," The Doctor said, holding up his hand.

"Nanogenes," Audrey realized, understanding dawning on her face, and the Doctor pointed at her.

"It wasn't empty, Captain," The Doctor said pointedly, "There was enough Nanogenes in there to rebuild a species."

"Oh, God," Jack muttered, finally understanding what he'd done.

"Getting it now, are we?" The Doctor asked condescendingly, "When the ship crashes, the Nanogenes escape. Billions upon billions of them, ready to fix all the cuts and bruises in the whole world."

"Except they don't make it that far," Audrey spoke up, speaking faster as she pieced it together. The Doctor nodded, encouraging her to continue, "They find him, the kid, at the bomb site. He probably died earlier that night, and he's wearing a gasmask."

"And they brought him back to life? They can do that?" Rose wondered.

"What's life? Life's easy. A quirk of matter. Nature's way of keeping meat fresh. Nothing to a nanogene. One problem, though. These Nanogenes, they're not like the ones on your ship. This lot have never seen a human being before. Don't know what a human being's supposed to look like," The Doctor continued.

"That's why they all look like the kid. The Nanogenes used him as an example, they thought t _hat_ was what a human was," Audrey said.

"He was the first one they found, and there's not a lot left. But they carry right on. They do what they're programmed to do. They patch him up. Can't tell what's gasmask and what's skull, but they do their best. Then off they fly, off they go, work to be done. Because, you see, now they think they know what people should look like, and it's time to fix all the rest. And they won't ever stop. They won't ever, ever stop. The entire human race is going to be torn down and rebuilt in the form of one terrified child looking for its mother, and nothing in the world can stop it!"

"I didn't know!" Jack defended, when the Doctor looked to him.

Audrey put her hand on his arm, "Yeah, we know."

The Doctor gave Jack one last lingering look before going back to working on the ambulance. He waved Audrey over and she crouched down beside him. Rose handed the woman her screwdriver and Audrey nodded in thanks.

"Mummy. Mummy," The patients called. Nancy looked behind her to see them approaching from one end of the railway.

"Rose!" Nancy shouted.

"I don't understand. Why is it bringing them all here?" Audrey asked the Doctor.

"The ship thinks it's under attack. It's calling up the troops. Standard protocol," The Doctor responded.

"But the gas mask people aren't troops," Rose pointed out.

"They are now. This is a battle-field ambulance. The Nanogenes don't just fix you up, they get you ready for the front line. Equip you, program you."

"That's why the child is so strong. Why it could do that phoning thing."

"It's a fully equipped Chula warrior, yes. All that weapons tech in the hands of a hysterical four-year-old looking for his mummy. And now there's an army of them."

By now, the patients were surrounding them from all sides. The periodical banging showed that they were still at the gate, but now they were standing outside the barbed wire fence as well. They were just stopped, but Audrey knew that the fence wouldn't hold them for long.

"Why don't they attack?" Jack asked.

"Good little soldiers, waiting for their commander," The Doctor answered.

Audrey turned to him, "The child?"

"Jamie," Nancy corrected.

"What?" Jack asked her.

"Not the child. Jamie," Nancy said firmly. She was looking at the patients with tears in her eyes and when she spoke, her voice was strained.

"So how long until the bomb falls?" Rose asked Jack.

Jack looked at his watch, "Any second."

"What's the matter, Captain?" The Doctor taunted, "A bit close to the volcano for you?"

"He's just a little boy," Nancy said quietly. Audrey patted the girl's shoulder softly and gave her a sympathetic look.

"I know."

"He's just a little boy who wants his mummy."

"I know," The Doctor told her, "There isn't a little boy born who wouldn't tear the world apart to save his mummy. And this little boy can."

"Is there any way to stop it?" Audrey spoke up, feeling anxious, "Or reverse it?"

The Doctor looked helpless, "I don't know."

"It's my fault," Nancy whispered to herself.

The Doctor shook his head, "No."

"It is," Nancy insisted, 'It's all my fault."

"How can it be your-" The Doctor was cut off by the voices of the patients.

They all began to cry out 'mummy' and Audrey had a feeling that meant Jamie was getting closer. They were running out of time. Beside her, Nancy started to sob harder. Suddenly, the Doctor turned to Nancy as realization dawned on his face.

"Nancy, what age are you? Twenty? Twenty-one?" The Doctor questioned, "Older than you look, yes?"

An explosion went off nearby. Flames appeared just beyond the barbed wire fence as another one struck the ground. Jack turned to the Doctor with wide eyes.

"Doctor, that bomb. We've got seconds," He warned him.

"You can teleport us out," Rose suggested hopefully.

Jack shook his head, "Not you guys. The nav-com's back online. Going to take too long to override the protocols.

"So, it's volcano day. Do what you've got to do," The Doctor told him, still watching Nancy. She was crying silently and looking away from the Doctor in something akin to shame.

"Jack?" Rose said, looking towards the man. Audrey glanced over at him as well, seeing that he looked apologetically.

"I'm sorry," He said sincerely, before vanishing, and Audrey winced. She felt disappointed even though, ultimately, she understood.

"How old were you five years ago?" The Doctor continued, "Fifteen? Sixteen? Old enough to give birth, anyway. He's not your brother, is he? A teenage single mother in 1941. So, you hid. You lied. You even lied to him."

The gate was forced open, revealing Jamie leading the horde of patients into the bomb site.

"Are you my mummy?" He asked, approaching them.

"He's going to keep asking, Nancy. He's never going to stop," The Doctor told the girl quietly, "Tell him. Nancy, the future of the human race is in your hands. Trust me and tell him."

Nancy met him half way. She knelt down on the ground, waiting as he approached her. He stopped in front of her, not moving or reaching out.

"Are you my mummy? Are you my mummy? Are you my mummy?" The child repeated.

"Yes," Nancy said shakily, "Yes, I am your mummy."

"Mummy?" Jamie questioned.

"I'm here," Nancy told him firmly.

"Are you my mummy?"

"I'm here."

"Are you my mummy?"

"Yes," Nancy said, growing unsure. They looked to the Doctor as the child only repeated his same question, not seeming to hear or understand anything that was being said to him.

"He doesn't understand. There's not enough of him left," The Doctor realized.

"I am your mummy. I will always be your mummy. I'm so sorry. I am so, so sorry," Nancy said, pulling Jamie into a hug. A cloud of orange Nanogenes appeared and began to swirl around them.

Audrey's eyes went wide, "Are they changing her? Is she going to-"

The Doctor pulled her back, "Shush! Come on, please. Come on, you clever little Nanogenes. Figure it out! The mother, she's the mother. It's got to be enough information. Figure it out."

"What's happening?" Rose questioned.

"See!" The Doctor exclaimed, pointing at the pair, "Recognizing the same DNA."

Jamie let go of his mother and Nancy fell to the ground. The Doctor approached him cautiously, seeming to be afraid of breaking the moment.

"Oh, come on. Give me a day like this. Give me this one," The Doctor pleaded. Slowly, the Doctor removed Jamie's gas mask. The smiling face of a toddler could be seen from underneath it. The Doctor shouted with joy and picked the child up in his arms, "Ha-ha! Welcome back! Twenty years till pop music – you're going to love it."

Nancy grinned, "What happened?"

"The Nanogenes recognized the superior information, the parent DNA. They didn't change you because you changed them! Ha-ha! Mother knows best."

"Oh, Jamie," Nancy whispered, pulling her son close.

Audrey smiled at the two, "That was brilliant!"

She and the Doctor looked to each other, almost grinning for a moment. Then, they both seemed to remember what had happened that night, and they looked away awkwardly.

"Doctor, that bomb," Rose reminded them.

"Taken care of it," The Doctor responded.

"How?"

"Psychology."

There was a loud whistling noise and they all looked up to the sky. A massive bomb was falling through the sky, it's destination right in front of them. Before it could land, it was captured by a light beam and Jack appeared, straddling the bomb.

"Doctor!" Jack shouted.

"I knew you'd be back!" Audrey exclaimed, grinning up at the man. Whatever his faults may be, she knew he wouldn't have just abandoned them like that.

"Good lad!" The Doctor yelled back.

"The bomb's already commenced detonation. I've put it in stasis but it won't last long," Jack told him.

"Change of plan. Don't need the bomb," The Doctor said, "Can you get rid of it, safely as you can?"

Jack didn't answer the Doctor, but he turned to the girls, "Rose? Audrey?"

"Yeah?" Rose called back.

Jack smiled sadly, "Goodbye."

The bomb disappeared for a moment before returning once more, Jack grinning at Rose, "By the way, love the tee-shirt."

"Goodbye?" Audrey questioned, "What do you mean-"

The bomb vanished again, this time for good. The light beam was retracted by Jack's spaceship and it flew out of sight. Audrey stared after it for a moment, dread settling into her stomach. Jack couldn't have meant what she thought he had, right?

Meanwhile, the Doctor had called a swarm of Nanogenes to himself.

"What are you doing?" Rose asked.

"Software patch. Going to email to upgrade. You want moves, girls? I'll give you moves," The Doctor said, smirking.

He forced the Nanogenes towards the patients surrounding the bomb site. They fell to the ground like they'd been hit.

"Everybody lives. Just this once, everybody lives!" The Doctor cheered. The patients all began to stand up and return to normal. The Doctor bounded over to a bald man in a white coat, "Doctor Constantine. Who never left his patients. Back on your feet, constant doctor. The world doesn't want to get by without you just yet, and I don't blame it one bit. These are your patients. All better now."

"Yes, yes, so it seems," Constantine muttered, looking around, "They also seem to be standing around a disused railway station. Is there any particular reason for that?"

"Yeah, well, you know, cutbacks," The Doctor shrugged, "Listen, whatever was wrong with them in the past, you're probably going to find that they're cured. Just tell them what a great doctor you are. Don't make a big thing of it. Okay?"

The Doctor moved away as an old woman hobbled towards Constantine. All the patients looked confused and disoriented, but overall unharmed.

"Right, you lot. Lots to do. Beat the Germans, save the world. Don't forget the welfare state!" The Doctor said, heading towards the ambulance, "Setting this to self-destruct, soon as everybody's clear. History says there was an explosion here. Who am I to argue with history?"

Audrey snorted, "Usually the first in line."

* * *

"The Nanogenes will clean up the mess and switch themselves off, because I just told them to. Nancy and Jamie will go to Doctor Constantine for help, ditto. All in all, all things, considered, fantastic!" The Doctor crowed happily.

The entire trip back to the TARDIS he had been excitedly going on about what had happened, not that anyone blamed him. With all the death and chaos the man saw on a daily basis, it was only fair that he get one day that worked out in his favor.

Audrey, on the other hand, had been silent the whole way back. She couldn't stop thinking about Jack's goodbye. Something was telling her she _had_ to save him, just like she had known she _had_ to say yes to an adventure with the Doctor at the very beginning. It was a nagging instinct that was forcing her to act.

"Look at you, beaming away like you're Father Christmas," Rose teased, her own bright smile on her face.

"Who says I'm not, red bicycle when you were twelve?" The Doctor asked.

Rose looked shocked, "What?"

"And everybody lives, Rose! Everybody lives! I need more days like this," The Doctor said excitedly.

"All right, come on," Audrey urged, rushing to the TARDIS console, "We've got to hurry."

"Where are we going?" The Doctor asked. He was still running off the high of the excitement, and was too distracted to remember he was angry with her.

Audrey rolled her eyes, "To save Jack, of course."

Just like that, the smile fell off his face and was replaced with a blank look, "We can't."

"Why not? You've got a spaceship that materializes anywhere. You could easily get the TARDIS in and out quickly enough to save him."

"We can't save everyone," The Doctor told her, "That's not how it works. There's some people that have to die and you can't just save them. It could change everything."

Audrey scoffed. This was a far cry from the man she had just seen hopping around the room and going on about how everybody lives. Why was this different than saving all those people in London? What made Jack so different?

"He doesn't deserve to die, Doctor!" Audrey insisted. Every moment they wasted, she felt the nagging feeling pull tighter. She _had_ to save Jack Harkness. He was important, she could tell.

"Oh, you just want to save him because he's a bit pretty," The Doctor snapped.

Audrey raised her eyebrows at him and the Doctor recoiled sharply. Rose looked between the two, confused. She couldn't see any noticeable difference in the way Audrey normally looked, but the Doctor could. He could see the anger boiling just under the surface.

"Is that really what you think of me?" Audrey asked carefully. The Doctor looked sorry that he had said it, and was about to argue his point, when Audrey let out an angry bark of laughter and shook her head, "You know what, never mind."

Audrey turned her back on him and moved to the console. The Doctor stared after her, mouth opening and closing as he tried to find something to say. Audrey pulled a lever on the console and the TARDIS started up.

"What're you doing?" The Doctor questioned.

"I'm going to save him myself," Audrey muttered.

She had to save him. She couldn't have any more blood on her hands.

Rose thought the Doctor was going to stop her. Hell, the Doctor _was_ about to stop her, but something made him pause. Audrey's eyes were glazed off, seeming to be somewhere in the depths of her mind and he could see the tears brimming. Her hands shook as she reached for the console.

The Doctor sighed as he realized what he'd done, what he'd made her remember. He should've been more careful; this was young Audrey they were dealing with and everything was still new for her. She wasn't as adjusted.

He crossed the distance between them and set his hand over hers on the console, steadying it. Audrey's eyes darted up to meet his and a tear fell down her cheek. Slowly, she came back to the present and the TARDIS landed with a thump. Audrey yanked her hand away from his, and marched out of the doors without looking back.

* * *

The probability of his death was certain, and there was nothing he could do about it, that much was true. Jack couldn't feel the desperation that he thought he should, but maybe it hadn't sunk in yet. That, or the hyper vodka was kicking in a lot faster than he remembered.

A hand came and plucked the drink out of his hand. Jack jumped, then turned to see Audrey. She was leaning against the wall, smirking at him.

"Sorry," She apologized, "But, seriously, I need some alcohol before either of us can go back in there."

Audrey downed the whole drink in one sip, before wincing. She handed him the empty glass back and then laughed at his stunned expression. Jack turned as he heard Moonlight Serenade playing from behind them. He saw the open doors of a box at the end of the hallway. Through the doors he could see the Doctor and Rose dancing.

Jack turned to Audrey, "What-?"

"You didn't think we were just going to let you die, did you?" Audrey asked, grabbing his hand, "Come on."

Audrey led him to the TARDIS, spinning him around once to the music on the way. The two of them walked into the TARDIS, almost running into the Doctor and Rose as they danced past the doors.

"Okay. And right and turn. Okay, okay, try and spin me again, but this time don't get my arm up my back. No extra points for a half-nelson," Rose instructed the Doctor carefully.

"I'm sure I used to know this stuff," The Doctor told her, before turning to Jack, "Close the door, will you? Your ship's about to blow up. There's going to be a draught."

Jack was still stunned, both from the rescue and the bigger-on-the-inside spaceship. Audrey patted his shoulder in understanding and shooed him into the spaceship, shutting the door herself. The Doctor bounded up to the console and started the ship up.

"Welcome to the TARDIS."

Jack looked around, "Much bigger on the inside."

"You'd better be," The Doctor muttered. He shared a look with Audrey, making the smile fall off the girl's face when their eyes met. Jack tapped the brunette on the shoulder and she turned around to see his outstretched hand.

"May I have this dance?" Jack asked.

"As much as I'd love to see those moves of yours, Captain. I'm going to have to take a raincheck. It's been a…long day," Audrey told him softly, avoiding looking at the Doctor. "I'm not the best company right now."

Jack nodded, knowing just how taxing the day had been for all of them, and seeing the exhaustion written all over Audrey's face. Audrey smiled at him and Rose before heading for the door that led off to the hallway. She was almost there when the Doctor caught her arm.

"Where are you going?" He asked quietly. "Audrey-"

Audrey yanked her arm out of his grip, "Away from you. Before I say something I don't mean."

He looked lost for words as Audrey left. It was like he was torn between wanting to follow after her, and understanding that she had to be on her own.

* * *

A while later, Audrey was sitting in the place she felt calmest. The library.

Surrounded by books, it was easier to organize her thoughts and store her anger for the moment. Hiding emotions had always been something that she was good at, but since meeting the Doctor, she found that he could bring out the realest parts of her, which was dangerous for someone like Audrey.

The Doctor walked into the library, concern written across his face as his eyes searched for something. The tension left his shoulders as he spotted Audrey sitting in her favorite armchair. He schooled his expression into forced neutrality before approaching her. He stopped in front of the chair, feeling like an unruly child standing in the principal's office. Audrey didn't look up.

"Where have you been?" The Doctor asked. Mentally, he nodded to himself. Okay, that was a nice neutral question. That question couldn't start an argument.

Audrey didn't look at him, only flipped a page in the book she was reading and replied. "Here."

"I've been looking for you," He told her.

"Thought you were mad at me," Audrey responded steadily.

The Doctor sighed. He wasn't getting anywhere this way. It wasn't unusual for the two of them to argue, it was normal. This regeneration was hotheaded and all too similar to Audrey, which often caused a lot of fights. He didn't fool himself into thinking this was okay, though, this fight was different than the others, worse in a way.

 _I was worried,_ he thought to himself, _tell her you were worried._

"Rose is showing your friend around the TARDIS. Looks like he'll be staying a while," The Doctor said instead.

 _Nice going._

"Oh my god," Audrey muttered. She stood up, grabbing her book and her jacket, and moved towards the door.

"Where are you going now?" The Doctor exclaimed. They were supposed to work it out!

"My room," Audrey answered, sounding annoyed, "Here I was thinking that you were actually coming to apologize, but no. You're still being an unreasonable ass."

The Doctor put a hand to his chest, "Oh, _I'm_ being unreasonable? You're the one who saved someone without stopping to think about the consequences of it!"

"You were going to let him die tonight because you were jealous!" Audrey exploded, throwing her hands up, "Of God knows what."

"One day, you'll understand why-"

"And then, what? I'd forgive you for almost letting an innocent man die?"

"I'd hardly call him innocent," The Doctor scoffed, "Everything that happened today was his fault!"

"To what are you referring, Doctor? Please, be more specific," Audrey spat sarcastically, "Are you talking about when he saved Rose from falling to her death? Or maybe when he transported us all to his ship? Oh, I know. You're talking about when he took the bomb and saved all those people, including you!"

"Those people wouldn't have even been there if he hadn't crashed that ambulance!" The Doctor pointed out.

"It was a mistake!" Audrey cried. "He didn't know what would happen. And he was trying to make up for it. Aren't you supposed to be the one who gives out second chances?"

Audrey's true feelings began to shine through as her defenses broke down. He was always giving out second chances. It didn't matter if they were friends or enemies, he understood people made mistakes. He did, didn't he?

 _He'd never forgive me if he knew,_ Audrey thought to herself.

"We saved him in the end, didn't we?" The Doctor exclaimed.

"You shouldn't have saved him as a way to make me forgive you. You should've saved him because it's the right thing to do," Audrey said quietly, turning back to the door.

For the second time today, the Doctor was left staring at her back as she left. He wanted to deny it, to say that he hadn't had hidden intentions for saving the captain, but he knew she was right. So, he let her leave.

* * *

Long after the other inhabitants of the TARDIS had gone to bed, the Doctor and Audrey were still wide awake. Neither of them felt right about going to bed angry, especially when they both had said things they hadn't meant. The Doctor found himself in front of Audrey's door, not for the first time that night, but finally opened it the third time.

All the lights in the room were off, except for the one by Audrey's bed. The warm glow of the lamp illuminated her face as she laid in bed, eyes closed. The Doctor sat down on the edge of the bed next to her.

"I know you're not asleep," He said. Audrey cracked her eyes open and looked up at him.

"How'd you know?" She asked.

The Doctor rolled his eyes, "I've known you for centuries. Believe it or not, I can tell when you're faking."

Audrey made a noise of annoyance, "Is that what you came in here for? To disrupt my sleep? I don't get a lot of that you know. I-"

"I came in here to say I'm sorry," The Doctor interrupted.

Audrey paused, "…go on."

"Should've known that would get your attention," The Doctor snorted.

"This doesn't sound much like an apology," Audrey pointed out. She sat up and leaned against the headboard, making space for the Doctor. She could feel her anger fading away by the minute, but she tried not to let it show.

"I'm getting there," The Doctor replied sassily, "I'm sorry about what happened with Jack. I was being unreasonable."

The Doctor arranged himself more comfortably on the bed. Now, he was sitting next to her on the bed, their shoulders touching. He looked over at her expectantly and she figured it was her turn.

"Are you saying I was right?" She teased. He nudged her shoulder with his and Audrey begrudgingly sighed, "I suppose I'm sorry too. I shouldn't have stormed off like that. It was kind of childish."

"It's okay. I expected as much," The Doctor told her, a smile pulling on the corners of his lips as he looked down at her.

"Hey!" Audrey objected through her laughter, "The teasing is my thing."

The Doctor raised an eyebrow, "So you can dish it out, but you can't take it?"

"Why don't you come over here and find out?" Audrey retorted.

They both laughed, their sides brushing against each other as they doubled over. After a moment, it got silent again. Audrey turned to the Doctor, her mouth open to speak, before she stopped herself.

"What?" The Doctor asked.

"When you said that I was only saving him because he was attractive…" Audrey trailed off, "Did you mean that?"

"I shouldn't have said that, Audrey. I'm sorry," The Doctor told her sincerely, reaching out to touch her shoulder, but Audrey recoiled slightly.

"That's not what I asked," Audrey said, "I asked if you meant it. Do you really think I'm that shallow?"

The Doctor shook his head furiously, "No. Of course, I don't."

"Then why'd you say it?"

"Because I was angry. Because I wanted you to listen. Because I'm too stubborn for my own good. Take your pick."

Audrey remained quiet for a minute longer before a small smile crossed her face, "Is there an all of the above option?"

The Doctor chuckled at the joke, but then turned serious. He grabbed Audrey's hand, catching her attention in the process, and made sure she was taking his words in.

"You'll understand one day, Audrey," He promised, "I know that doesn't make up for what I said, but…"

Audrey sighed, "I know there's things I don't…understand right now. When something like this happens, all you have to do is tell me. I know you can't explain everything all the time, at least not the spoilers, but it's not fair on either of us to fight about it. It'll only drive us apart."

"I promise I'll tell you next time. Happy?" The Doctor asked, rolling his eyes.

Audrey smiled, "Happy."

"Are we okay?" The Doctor questioned and Audrey shrugged.

"For now. I'm sure you'll do something later that'll piss me off."

The Doctor snorted, "Same goes for you."

"Well, since we are both such stubborn and vexing people, let's enjoy the peace while it lasts," Audrey suggested.

The Doctor laced their fingers together as Audrey leaned her head on his shoulder. From where she couldn't see, the Doctor smiled down at her and rested his head on top of hers.

"Deal."


	37. Smith and Jones - Part 1

Hello, hello, hello, lovelies! I apologize for taking so long, I've had a wild couple of weeks. I'm preparing for a big move for college and it's been a big flurry of saying goodbye to my family and packing and making decorations for my new house. I really am sorry for the disappointing amount of chapters I've been producing lately, but I swear I'm working on it. I love and appreciate every single one of you that reads this story and supports me, you guys are truly the best and I love reading your supportive comments on the chapters, each one truly means the world to me. That being said, let's move past all this mushy gushy stuff and get into the replies! I hope you have a nice day and enjoy this chapter!

 **Replies to Comments:**

 **bored411** : Things were kind of tense! Hope you have a nice day and enjoy this next chapter!

 **Pastel-Potatoes** : I really do appreciate the feedback, 100%! I understand that not everybody likes the same things and has different opinions on the pace, etc, and that's totally okay. This story might not be for people who don't like slow burning stories, which is absolutely okay, I understand that it's not a story that everyone will enjoy. I will say that this story is one of the slowest burning stories I've ever written and there's a reason. Audrey has gone through a lot of things in the past that define her character and play into the reason that she's so hesitant with the Doctor. It's not that she doesn't see the hints, it's that she doesn't WANT to. She wants to believe that they exist in this world separate from her past and her own personal struggles where she can have a second chance and completely start over. This chapter and 'Guilt and Exit Wounds' were to establish the fact that she knew _something_ was different and was there for her to connect it as the story builds up. This section of the story has about 8ish chapters left, and then Audrey has a big moment at the end that leads into the next section of the story and allows us to open up more into her past, her personal storyline, and her relationship with other characters beyond their exposition. I promise I've taken in your words with great consideration but I don't think the pacing overall is going to change as I've already mapped out most of the plot line and story arc. Still, I appreciate it, thank you. Hope you have a nice day and enjoy this next chapter!

 **Fakira** : Oh no, I'm sorry you're having a hard time, lovely! Thank you so much for your comment, it was so sweet! It was fun to explore the way the Doctor (who knows Audrey better than anyone else) would pick up on smaller cues that indicate her mood or feelings, while Rose (someone who barely knows Audrey) would only see the front that Audrey projects. Hope you have a nice day and enjoy this next chapter!

 **singingKatelyn:** Aw, thanks, lovely! Hope you have a nice day and enjoy this next chapter!

 **PrincessMagic:** Thank you! I can't wait to write more Jack/Audrey chapters, honestly. I love them. Hope you have a nice day and enjoy this next chapter!

 **Guest:** I have been super busy, but I'm hoping to be back to my normal posting schedule soon. Thank you so much for your kind words, patience, and support. Hope you have a nice day and enjoy this chapter!

* * *

Safety was a foreign concept to Audrey. Life was full of explosions and dictators and impending doom, or at least _her_ life was. She didn't have much time to consider the idea of feeling safe. All she knew was that when she was running from danger, the Doctor's hand in hers and the wind rushing through her hair, she felt _alive._ Safety hadn't been high on her priority list.

Yet, as she drifted into consciousness, she was flooded with the sensation of feeling completely safe. Warmth filled her veins in a way that made her feel absolutely content.

She allowed herself to revel in the feeling for a few moments before she forced herself to open her eyes. Darkness gave way to a room that was unfamiliar to her. As soon as she had awakened one sense, all the others started to follow in suit. She felt the blossoming of pain in her neck that told her that she had slept in the wrong position. Then, she became incredibly aware of _how_ she had fallen asleep and _who_ was lying next to her.

The Tenth Doctor slept soundly by her side, his features seemed softer when he slept and light snores escaped him. The striped suit he usually wore was replaced with a pair of striped pajamas in the same color as the TARDIS. She knew she had fallen asleep with the Ninth Doctor after their conversation (Which lasted many hours into the night and spanned every subject imaginable), but it seemed the universe was playing a trick on her; falling asleep beside one Doctor and waking up next to another.

The comforting atmosphere of the Doctor's room clouded her mind momentarily. Suddenly, all she could think about was how the Doctor smelled like home or the way she didn't mind feeling that stiffness in her neck if it meant that she could live in this moment forever.

Allowing these thoughts to filter through her mind and stir up emotions in her heart that she hadn't allowed herself to acknowledge felt like walking up to the edge of a cliff. She was staring down at the abyss of uncertainty below her, toeing the line of falling head over heels into it, when the fog cleared. Logic replaced emotion, barriers were resurrected and clamped tightly shut over the parts of her heart that had begun to spill out.

 _What are you doing?_ Audrey asked herself frantically. _Stupid, stupid, stupid._

With as much haste as she could muster in these first moments of consciousness, Audrey tried to pull herself from the bed without waking the Doctor. She was hoping she'd be able to sneak out before he woke up and started to ask questions, like 'why are you in my bed?'. The only problem with that plan was that the moment she started to move, the bed creaked and the Doctor's eyebrow furrowed as he was stirred from his sleep.

Audrey froze in place, wishing so badly for the Doctor to go back to sleep or for the ground to swallow her up whole, either one – she wasn't picky.

 _Oh, god. Please don't wake up,_ she thought to herself. This would be one hell of an awkward situation if he woke up now.

"Just a few more minutes, love," The Doctor mumbled, snuggling closer to his pillow and reaching out his hand. It brushed across the sheets slowly until it hit the side of Audrey's own hand and wrapped weakly around it.

Audrey's eyes widened and out of instinct she pulled her hand away quickly. This seemed to be the final push that the Doctor needed to wake up. His eyes opened slowly as they drifted up slowly to look at her, half in the bed and half out of it.

The moment their eyes locked, Audrey leapt from the bed completely and tried to put as much distance between the two of them as she could.

"Ok, this is not what it looks like," Audrey blurted out.

"Well, good morning to you too," The Doctor replied sleepily.

"Sorry, I didn't mean to, like, invade your privacy or whatever. I-I don't get to choose where the universe pulls me, okay?" Audrey rambled, her voice taking on a defensive tone. "It just tugs me around willy nilly and sometimes you end up in an exploding ship or a mud hut in Tanzania or- or your best friend's bed…apparently. That last one's a new one but-"

"Stop talking," The Doctor groaned, covering his eyes with his arm. "It's too early to talk."

"Right, yes, okay," Audrey sputtered nervously. She hovered at the edge of the bed, shifting from foot to foot. She'd never been in the Doctor's room before, it was a totally new environment for her, not to mention the incredibly stifling awkwardness that permeated the air.

The Doctor, as if sensing her anxious energy, lifted his arm away from his face. He between her and the bed with a pointed look. Audrey nodded and then sat on the very edge of the bed. Seemingly content that she was no longer hovering oddly over him, the Doctor closed his eyes again and let out a yawn.

"Where've you just come from?" The Doctor asked after a moment of silence.

"London Blitz," Audrey said. "With lots of gas mask people."

"Oh," The Doctor said. It could've just been because of how tired he seemed or how out of it Audrey was, but she could've sworn he sounded just the tiniest bit disappointed.

"So, what've you been up to?" Audrey asked curiously. She felt the odd urge to fill the silence with anything so that she could get rid of the awkward atmosphere.

"I've been traveling on my own lately. Apart from you, that is," He said, appearing to think for a minute. "We did meet this one woman who was dosed up with Huon energy, but that's mostly spoilers."

"That's is?"

The Doctor was silent a moment before his face lit up with excitement, "Well…I noticed this hospital with these- these plasma coils around it and I thought we could check it out."

"That's more like it."

* * *

"Don't you dare, Doctor," Audrey warned as she walked back into the section of the hospital that the Doctor was staying in.

The Doctor's brown eyes shot up to meet hers and he gave her a look similar to that of a child who had been caught with their hand in the cookie jar. Audrey snatched the red diary out of his hands and held it to her chest protectively.

"These are spoilers and you know it."

The diary was a gift that the Doctor had given her yesterday, when they had first admitted him to the hospital. He told her that it was for her to write all of their adventures in so she could keep track of them all. He also mentioned that he had found it in a market on her favorite planet, but then quickly shut his mouth when he realized she hadn't been there yet.

Since there was so many adventures to catch up on, Audrey had been writing in it all of last night and most of this morning. She was thankful though because, otherwise she would've been stuck here, bored out of her mind as they waited for the sign they were looking for.

Right now, she was filling in the time that his later Eleventh self had taken her to see Queen in concert. She was about a two weeks away from being caught up to their current adventure and was hoping she could get it done before this adventure had truly begun.

"So, how was your morning, Mrs. Smith?" The Doctor teased, wiggling his eyebrows as Audrey sat down in the seat beside his bed.

"Don't call me that," Audrey said, scowling at him from over the top of her diary. "And I'll be better once something _exciting_ happens. So far, all I'm getting are the same readings as yesterday. And, no one's even noticed the TARDIS sitting outside, which I personally don't understand. She doesn't exactly blend in."

"Humans are unobservant," The Doctor shrugged.

Audrey rolled her eyes, "I take offense to that."

"You're not entirely human."

"Yet, I'm _entirely_ offended."

Suddenly, the curtain separating the bed from the rest of the ward was pulled back, revealing Mr. Stoker and a team of medical students. The man wore a bright, but clearly practiced smile, and Audrey noticed his larger-than-average ears that reminded her of her leather jacket wearing Doctor. Next, she noticed a particular young woman that stood amongst the other medical students.

Martha Jones, wearing a white lab coat and everything, stood with a few other college-age students, but didn't seem to recognize either of them. Audrey didn't say anything to her or the Doctor, assuming that this must be the first time they met.

"Now then, Mr. Smith, Mrs. Smith, a very good morning to you," Stoker greeted, "How are you today?"

"Oh, not so bad. Still a bit, you know, blah," The Doctor replied, sticking his tongue out. Stoker then turned his attention to Audrey and though she could tell he wasn't really interested in how she was, she decided to humor him for the sake of being polite.

"I'm wonderful, thank you. You have a lovely staff," She commented and Stoker nodded gratefully before moving on.

"John Smith, admitted yesterday with severe abdominal pains. Jones, why don't you see what you can find? Amaze me."

Martha took out her stethoscope and walked around the side of the bed so she could listen to the Doctor's heart, "That wasn't very clever, running around outside, was it?"

"Sorry?"

"On Chancellor Street this morning," Martha clarified, "You came up to me and took your tie off."

"Really? What did I do that for?" The Doctor asked, sounding interested. He and Audrey shared a similar look, both of them knowing that he had been in the hospital bed all morning.

Martha shrugged, "I don't know, you just did."

"Not me. I was here, in bed. Ask the nurses."

"Well, that's weird, 'cause it looked like you. Have you got a brother?"

"No, not any more. Just me," The Doctor answered. At his answer, Audrey tried to conceal her surprise and focus on placing a comforting hand on his arm. She was always taken aback by these casual admissions of his life that she didn't know about but knew this was hardly the time to ask questions.

"As time passes and I grow ever more infirm and weary, Miss Jones," Stoker interrupted with a sigh of annoyance.

"Sorry. Right," Martha apologized, focusing in the Doctor's heartbeat once more. After a second she began to hear the sound of a heartbeat and another echoing it. She moved her stethoscope from one side of his chest to the other, then looked between Audrey and the Doctor in wonder. Both of them gave her secret smiles and the Doctor winked.

"I weep for future generations. Are you having trouble locating the heart, Miss Jones?"

Martha blinked and shook her head, "Er, I don't know. Stomach cramps?"

It was clear that the presence of two heartbeats had rattled Martha so much that she had said the first thing that came to her mind, just for the sake of answering the question.

"That is a symptom, not a diagnosis. And you rather failed basic techniques by not consulting first with the patient's chart," Stoker said as he went to pick up the chart which he dropped after getting a small shock.

"That happened to me this morning," Martha interjected while the other students rang in with their own experiences of it. The Doctor and Audrey shared a knowing look.

"That's only to be expected. There's a thunderstorm moving in and lightening is a form of static electricity, as was first proven by. Anyone?" Stoker prompted.

"Benjamin Franklin," Audrey answered, ignoring the look that she gained from Mr. Stoker.

"My mate, Ben. That was a day and a half, don't you remember, Audrey? I got rope burns off that kite, and then I got soaked…" The Doctor trailed off.

"Stop talking," Audrey hissed, still smiling at the medical students. The Doctor seemed to be too distracted to hear her or to pay attention.

Stoker forced a smile, "Quite."

"And then I got electrocuted," The Doctor finished, looking around the group with a wide smile. Audrey shook her head, exasperated.

"Moving on," Stoker announced to the group as they walked away, "I think perhaps a visit from psychiatric."

Martha looked back at the two of them as she was ushered away with the rest of the group and Audrey gave her a big grin in return.

"Oh, Martha Jones…" Audrey said, "You brilliant girl, you."

"Is that a hint?" The Doctor asked, turning to look at her. Audrey only shook her head as she went back to writing in her diary.

"Spoilers."

* * *

Audrey had been getting the Doctor and herself a cup of tea from down the hall when the whole building shook in something similar to an earthquake. She hurried back to the ward to see people gathered around the windows while screaming and pointing at the view in front of them. Outside the windows it was dark and she could see stars shining, which was odd considering it had been the middle of the afternoon when she had left.

 _Finally, some excitement,_ Audrey thought to herself with a smirk.

From across the room, the Doctor caught her eye and nodded in affirmation before drawing the curtain around his bed.

"All right now, everyone back to bed. We've got an emergency but we'll sort it out. Don't worry," The reassuring voice of Martha Jones called out as she ushered them back to their beds.

Audrey stood in front of the window, looking out at the rocky surface of what she assumed to be the moon. In the sky she could see the Earth glowing brightly.

Martha and another young woman walked to the window, not yet noticing Audrey standing there. As Martha reached to open the window, the other woman grabbed onto her arm tightly.

"Don't! We'll lose all the air!" She protested.

"But they're not exactly air tight," Martha argued, "If the air was going to get sucked out it would have happened straight away, but it didn't. So how come?"

The Doctor came out from behind the curtain, now fully dressed, and looked at Martha impressed.

"Very good point. Brilliant, in fact. What was your name?" He asked, coming up to stand next to them. Audrey sent him a smug look.

"Martha," She replied.

"Well then, Martha Jones, the question is, how are we still breathing?"

"We can't be," The other woman interjected.

"Obviously we are, so don't waste my time," The Doctor said, ignoring the disapproving look that Audrey gave him. He moved closer to inspect the windows before turning back to Martha, "Martha, what have we got? Is there a balcony on this floor, or a veranda?"

"By the patients' lounge, yeah."

"Fancy going out?" Audrey asked.

"We might die," The Doctor warned her seriously and Martha raised an eyebrow at him.

"We might not," She countered.

When the Doctor looked impressed with Martha, Audrey couldn't help but beam proudly. Now that she knew this was the first meeting of the Doctor and Martha, she felt excited to be the one who knew the most out of the three. This was the adventure that she could watch the Doctor be amazed by Martha's brilliancy, something he often brushed off.

Martha directed them to the balcony outside of the patients lounge and they all three came to a stop in front of the doors.

Audrey turned to the Doctor, "Well go on, Alienboy. You can go first."

He pushed open the doors slowly. The three of them walked out when they realized that there was still air for them to breathe.

"We've got air," Martha whispered in amazement, "How does that work?"

"Just be glad it does," The Doctor told her. He dragged Audrey over to the edge where they both leaned over to get a look at the surface. Martha was still too stunned to move from her place as she openly gawked at the view in front of her, eyes glazed over in awe.

"I've got a party tonight. It's my brother's twenty first. My mother's going to be really…really…" Martha rambled before cutting herself off. As is sensing the other girl's situation, Audrey turned to give her an inquisitive look.

"You okay?"

"Yeah."

"Want to go back in?" The Doctor asked and Martha shook her head quickly.

"No way. I mean, we could die any minute, but all the same, it's beautiful," Martha told them, making Audrey smile.

It was always so interesting to watch the ways others reacted to seeing sights such as these, especially when they were people who didn't see it every day. Audrey was still at the stage herself where everything was new and exciting and beautiful, but seeing Martha look out with the same wonderment was amazing in itself. The Doctor seemed to think so as well if the smile he was giving the two girls was anything to go by.

"Do you think?"

"How many people want to go to the moon? And here we are."

"Standing in the Earthlight," Audrey replied, "Oh my god, this is amazing."

The Doctor turned to her in surprise, "Really, after all the places we've been? _This_ is what you find amazing."

"I find all of it amazing," Audrey told him honestly and he smiled. The appreciation Audrey held for new experiences never ceased to amaze him. Sometimes he found it hard to see things in that light after traveling for so long but Audrey never seemed to feel that way, even when they weren't in the most ideal circumstances.

"What do you think happened?" Martha asked them.

"What do you think?" The Doctor fired back.

"Extraterrestrial," She said with a firm nod, "It's got to be. I don't know, a few years ago that would have sounded mad, but these days? That spaceship flying into Big Ben, Christmas, those Cybermen things."

"Seriously?" Audrey whispered to the Doctor. What was it with this world and aliens? In her universe there had never been anything like this. Sure, some people believed in aliens and there were always those nutters who talked about being abducted by little green people, but never anything so public and known.

Martha didn't seem to notice Audrey's reaction as her own face turned sad, "I had a cousin. Adeola. She worked at Canary Wharf. She never came home."

"I'm sorry," Audrey told the woman. She didn't know what Martha was referring to exactly, but she could tell she had lost her cousin and that was all she needed to know. Martha nodded in thanks.

"We were there, in the battle," The Doctor spoke up.

Audrey elbowed him in the side, "Spoilers."

"I promise you, Mister Smith, Mrs. Smith, we will find a way out. If we can travel to the moon, then we can travel back. There's got to be a way," Martha declared confidently and Audrey had to say that she was loving the optimism. However, when she heard the name 'Smith' leave Martha's lips, she rolled her eyes

"It's not Smith. That's not his real name. No one is actually called 'John Smith'," Audrey pointed out. Martha looked between the two of them with her eyebrows knit together in confusion.

"Who are you, then?" She asked the Doctor.

"I'm the Doctor," He replied.

"Me too, if I can pass my exams. What is it then, Doctor Smith?"

"Just the Doctor," He told her before pulling Audrey to his side with an arm around her waist, "And this is my wife, Audrey."

"Once again, not your wife," Audrey reminded him. The Doctor looked down at her with an absentminded smile, seemed to be lost in his thoughts for a moment, and then his smile faltered almost imperceptibly.

"Right. Yeah," The Doctor said as he removed him arm from around her waist.

"How do you mean, just the Doctor?"

"Just the Doctor."

"What, people call you the Doctor?" Martha inquired, doubt coloring her voice. When the Doctor confirmed this, she shook her head and turned to look out at the view again, "Well, I'm not. As far as I'm concerned, you've got to earn that title."

"I knew there was a reason I liked you, Martha Jones," Audrey smirked and even though Martha didn't really understand what the other woman meant, she smiled in return.

"Let's have a look. There must be some sort of-" The Doctor began as he picked up a small stone from the ground, pulled his arm back, and launched it as far off the building as he could. The pebble bounced off an invisible wall mid-air and then fell back to the ground, "Forcefield keeping the air in."

"But if that's like a bubble sealing us in, that means this is the only air we've got. What happens when it runs out?" Martha questioned, eyes wide as she began to worry.

"How many people in this hospital?" The Doctor asked.

"I don't know. A thousand?" She guessed, shrugging.

"One thousand people suffocating," Audrey realized, sounding horrified at the thought. Martha turned to her with a look of similar emotion.

"Why would anyone do that?"

"Head's up! Ask them yourself."

Overhead, three spaceships flew a small distance away before landing. Once the doors had opened, unfamiliar creatures marched out and across the surface of the moon in lines. The three of them stared on with different expressions. Martha's was one of bewilderment as she was still reeling over seeing real aliens, the Doctor was eyeing them in distaste, and Audrey was purely interested. Sure, they weren't in an ideal position but she couldn't help but feel the adrenaline and excitement that came along with such adventures. An alien species she had probably never heard of had taken them to the bloody moon, of course she was curious.

"Aliens," Martha stated, "That's aliens. Real, proper aliens."

Audrey couldn't help letting out a laugh upon seeing Martha's disbelief. Though the woman had no knowledge of it, there was an alien in a much closer proximity to her and she had been talking to him all day.

"Judoon," The Doctor muttered. At his tone of voice and the familiarity at which he spoke of the aliens, Audrey assumed they had to be a name on the seemingly endless list of species he did not get along with or had fought at some point or another.

Shortly after that, they had found themselves in the reception area of the hospital, right at the heart of the action. The Judoon had stormed right past the forcefield and were currently tearing apart the inside of the hospital.

The inhabitants of said hospital were running around in a panic as they screamed various things about the aliens or the fact that they were on the moon. Whenever she heard a person shouting about the latter topic, she rolled her eyes. Honestly, they'd been here for over thirty minutes, surely they would have stepped out of their frenzied state and into the solution mode.

"Dear god, it's an army of bipedal rhinos. Now, that's interesting," Audrey commented as she got a good look at them, which wasn't easy from her position of hiding behind the plants on the upper level with the Doctor and Martha. By the door, a Judoon grabbed the hand of an elderly woman and marked it with an 'X' while stating that she had been catalogued.

"Oh, look down there," The Doctor said, pointing at the bottom floor as he grinned at Audrey and Martha, "You've got a little shop. I like a little shop."

"Never mind that. What are Judoon?" Martha asked.

"They're like police. Well, police for hire. They're more like interplanetary thugs," He informed them.

"So, why'd they bring us all to the moon?" Audrey questioned. Once you'd gotten past the 'space rhinos' thing, only their motive was left now and Audrey didn't see a point to bringing a random hospital filled with humans to the moon. Based off the way they were searching, she assumed they were after something in the building, but what?

"Neutral territory," He replied, "According to galactic law, they've got no jurisdiction over the Earth, and they isolated it. That rain, lightning? That was them, using an H2O scoop."

"What are you on about, galactic law? Where'd you get that from?" Martha laughed. The Doctor and Audrey moved to the other side of the plants in order to get a better look and Martha followed them, continuing with her questions, "If they're police, are we under arrest? Are we trespassing on the moon or something?

"No, but I like that. Good thinking. No, I wish it were that simple. They're making a catalogue. That means they're after something non-human, which is very bad news for me."

"Why?" Martha asked curiously, before she had pieced it together from her own thoughts and the identical looks she was receiving from the other two. "Oh, you're kidding me. Don't be ridiculous. Stop looking at me like that."

"Come on then."


	38. Smith and Jones - Part 2

Hello, hello, hello, lovelies! I'm so excited to be putting out this next chapter. I've settled into my new apartment with my friends (which is so much fun) and I'm ready to put out some new chapters before I start work/school! Hope you guys have a nice day and enjoy this next chapter!

 **Replies to Comments:**

 **Pastel-Potatoes:** It's okay, I think I understand what you mean! The story's development had kind of hit a plateau the last few chapters because Audrey had been lulled into this sense of comfort in her new life and (no spoilers lol) but that's going to be uprooted very soon, which is hard for her and leads into the more heavy developmental kind of stuff. I'm glad you liked the last chapter, though. Hope you have a nice day and enjoy this next chapter!

 **bored411:** Thank you for the words of support! Audrey definitely has a... certain reaction to that part of the episode, that's for sure. Audrey and Martha are a pair that I enjoy writing, so I'm glad you're interested in them. Hope you have a nice day and enjoy this next chapter!

 **Fakira:** Thank you for the support! Packing is sooo stressful. I get extreme second hand embarrassment too, oh my god! I wrote half of this chapter while cringing at how awkward and weird Audrey was making everything. I'm glad you liked the chapter though! Hope you have a nice day and enjoy this next chapter!

 **tamedbanshee:** Thank you so much! This comment was so sweet. I'm looking forward to writing more Doctor/Audrey moments! Hope you have a nice day and enjoy this next

 **PrincessMagic:** Thank you! They certainly are on completely different wavelengths because of how different their timelines are, but they somehow make it work. Hope you have a nice day and enjoy this next chapter!

* * *

They ended up in a lab room that was filled with stacks of paperwork. The Doctor was sat in front of a computer that he was scanning with his sonic while Audrey was perched on the desk next to him. Martha had gone to keep tabs on the Judoon's progress through the hospital.

"Doctor," Audrey said, getting his attention, "How human is 'human plus'? You think I'll show up as a non-human to the Judoon too?"

The Doctor looked thoughtful, "I don't know. Let's not try not to find out, shall we?"

"They've reached the third floor," Martha announced as she walked back in, side stepping equipment as she went. When she stopped behind them, she caught sight of what the Doctor was doing, "What's that thing?"

"Sonic screwdriver," Audrey responded.

"Well if you're not going to answer me properly," Martha huffed.

"No, really, it is. It's a screwdriver, and it's sonic. Look," The Doctor told her, turning around in his seat. He held up his screwdriver for her to see as Audrey pulled hers out of her pocket and did the same.

"What else have you got, a laser spanner?"

"I did, but it was stolen by Emily Pankhurst, cheeky woman," He muttered, before reaching out to hit to screen of the computer in anger, "What's wrong with this computer?"

"Ah, yes, that's the way to do it. Like a caveman, beat it with a stick," Audrey said, rolling her eyes.

"The Judoon must have locked it down. Judoon platoon upon the moon. Because I was just travelling past. I swear, we were just wandering. We weren't looking for trouble, honestly, we weren't, but I noticed these plasma coils around the hospital, and that lightning, that's a plasma coil," He explained, running a hand through his hair, "Been building up for two days now, so I checked in. I thought something was going on inside. It turns out the plasma coils were the Judoon up above. "

Martha frowned, "But what were they looking for?"

"Something that looks human, but isn't."

"Like you, apparently."

"Like him but not him. Well, not this time at least," Audrey laughed, bumping her shoulder with his and managing to get a small grin out of him. As the two smiled at each other, Martha began to feel uncomfortable and almost as if she was trespassing on some sort of moment. She cleared her throat awkwardly, trying to pull them back to the subject at hand.

"Haven't they got a photo?" She asked.

"Well, might be a shape-changer," The Doctor responded, tearing his gaze away from Audrey and back to the computer.

"Whatever it is, can't you two just leave the Judoon to find it?"

"If they declare the hospital guilty of harboring a fugitive, they'll sentence it to execution."

"What, all of us?" Audrey questioned and the Doctor nodded.

"Oh yes. If I can find this thing first. Oh!" The Doctor suddenly cried, making both girls jump back, startled, "You see, they're thick! Judoon are thick! They are completely thick! They wiped the records. Oh, that's clever.

Martha leaned forward, "What are we looking for?"

"I don't know. Say, any patient admitted in the past week with unusual symptoms. Maybe there's a back-up," The Doctor said. He flipped the computer around so that he could scan the back of it with his screwdriver.

"Just keep working," Martha told the two of them as she started toward the door, "I'll go ask Mister Stoker. He might know."

"Mister Stoker?" Martha called, swinging the door open.

She marched into the office only to stop short when she didn't find Mr. Stoker and was instead greeted with the sight of two of the black, leather covered figures that she had seen earlier this morning. Her eyes were then drawn to a pair of black dress shows that were lying on the floor and disappeared behind the frame of the desk. Those are Mr. Stoker's shoes, she realized as her eyes widened in terror.

A small elderly woman, Miss Finnegan, rose from beneath the desk with a blood-stained straw between her lips. Her eyes widened when she saw Martha standing there.

"Kill her!" She yelled at the two _things_ behind her. Martha was hardly sure if they could even be called people if the stiff and squeaky way they moved was any hint to go by. When they lunged forward, Martha turned around quickly and began running back to the room she had left Audrey and the Doctor in.

Across the hall, Audrey stepped out of the room and bumped roughly in to Martha, hands shooting out to steady each other.

"Oh, Martha! Good news," Audrey said with a grin, just as the Doctor walked out behind her.

"I've restored the back-up," The Doctor announced at the same time that Martha said, 'I found her.'

Audrey frowned, "You did what?" All three of them turned their heads in the other direction as the one of the leather clad men broke down the door to Mr. Stoker's office and started towards them.

"Run!" The Doctor shouted, latching onto Audrey's hand tightly. The woman barely had time to grab a hold of Martha's hand before he was pulling her down the hallway. They ran through the hallways, trying to lose the man.

The Doctor led them down a set of stairs which, if you didn't know, is a lot harder than it looks when someone has a hold on your hand. Coming up the second half of the stairwell was a group of Judoon so they moved back quickly and took off down the hallway leading out of it. When Audrey spared a look back, the man was still following them at a close distance.

Coming to a door labeled Radiology, the Doctor ushered them in quickly before shutting the door right as the man reached them. He flashed his sonic at it, locked the door, and then pushed both women behind the radiation screen.

"When I say now, press the button," He commanded, running over to the machine on the other side of the room and using his sonic.

"But I don't know which one!" Martha shouted while Audrey started to search through the items on the desk for some sort of instructions.

"Then find out!" The Doctor replied without looking away from what he was doing.

Both of them started looking through every book on the desk in hopes that one of them would tell them what to do but there was no such instruction. Audrey was throwing things to the floor in her hurry to find the right button when the door fell off the hinges and the leather man burst into the room. The Doctor swiveled around to point the X-ray machine at the man like a weapon before shouting the cue.

 _What the hell_ , Audrey thought to herself, after they still hadn't found the right instructions, and then she slammed her hand down on the big yellow button in front of them. It seemed to work as the Doctor's planned had the desired effect on the man and he fell to the floor unmoving.

"Ha! Never can go wrong with a great, big, yellow button!" Audrey crowed, grinning at the Doctor from behind the wall, "Well… I suppose you can…in some cases."

She brushed that thought off and moved from behind the wall and to the Doctor. Her hands reached out to check for injuries while her eyes scanned him over but before she could reach him, the Doctor held out a hand to keep her back. He shouldn't let Audrey come near him until he had expelled the radiation, better safe than sorry.

"What did you do?" Martha questioned, still standing behind the screen.

"Increased the radiation by five thousand per cent. Killed him dead."

"But isn't that going to kill you?"

"Nah, it's only roentgen radiation. We used to play with roentgen bricks in the nursery. It's safe for you to come out. I've absorbed it all. All I need to do is expel it. If I concentrate, I can shake the radiation out of my body and into one spot. It's in my left shoe. Here we go, here we go," He told them as he began to hop on one foot around the room, shaking his left foot. "Easy does it. Out, out, out, out, out. Out, out. Ah, ah, ah, ah! It is, it is, it is, it is, it is hot. Hold on."

Audrey watched him in amusement while she tried not to laugh but she couldn't help but let a few snickers out here and there. Once the Doctor had effectively expelled the radiation, he pulled off one red shoe and tossed it in the bin next to him.

"Done," He said, reaching out to pull Audrey to his side in a one-armed hug now that the radiation was gone. Audrey had to lean into his side to keep her balance after taking one look at Martha's stunned face and bursting into laughter.

"You're completely mad," Martha told him and Audrey snorted. You don't even know the half of it, she thought.

"You're right. I look daft with one shoe," The Doctor replied, bending down to pull the other shoe off before tossing that one in the bin as well. He then wiggled his toes, "Barefoot on the moon."

"So, what is that thing? And where's it from, the planet Zovirax?" Martha asked, bending down to observe it and the Doctor joined her. Audrey stood over the two of them with her arms crossed over her chest before she nudged the figure with the toe of her boot. It felt odd when she prodded it, not like it would if it were a human. Although, in her short time of traveling with the Doctor, she had found that if something was chasing after them, it was hardly ever human.

"It's just a Slab. They're called Slabs. Basic slave drones," The Doctor informed them, squeezing the arm of it and prompting Martha to do the same, "See? Solid leather, all the way through."

"That's one hell of a fetish," Audrey commented, lightly. The Doctor stood up and walked towards the X-ray machine, pulling out the burnt remains of his sonic screwdriver.

"But it was that woman, Miss Finnegan. It was working for her, just like a servant," Martha said, completely unaware that the Doctor wasn't paying her any attention.

"My sonic screwdriver."

"She was one of the patients, but-"

"Oh, no. My sonic screwdriver."

Audrey pulled her own out of her pocket and held it up for him to see, "We can still use mine."

"She had a straw like some kind of vampire," Martha continued.

"I loved my sonic screwdriver," The Doctor whined, looking at Audrey with a pout that made her roll her eyes.

"We'll get you a new one when we get back to the TARDIS," Audrey promised him, as she patted his chest lightly. Martha ignored the foreign words the woman used and tried once more to grab their attention.

"Audrey? Doctor?"

"Sorry," The Doctor apologized, throwing the screwdriver over his shoulder and turning to her with a grin, "You called me Doctor."

"Anyway? Miss Finnegan is the alien. She was drinking Mister Stoker's blood," Martha told them and the Doctor's eyebrows knit together.

"Funny time to take a snack. You'd think she'd be hiding. Unless. No. Yes, that's it. Wait a minute. Yes!" He cried as realization dawned on him, "Shape-changer. Internal shape-changer. She wasn't drinking blood, she was assimilating it."

"And?" Audrey prompted, "Care to enlighten the rest of the class?"

"If she can assimilate Mister Stoker's blood, mimic the biology, she'll register as human," He explained and Audrey nodded her head in understanding.

"Like the Judoon assimilated the language from the bloke downstairs?" Audrey asked.

"Exactly!" The Doctor clarified, "We've got to find her and show the Judoon. Come on!"

When they had left the room, they had to duck behind a water fountain after catching sight of another Slab walking down the corridor. The three of them were pressed as close to the wall as they could be in order to avoid being seen, with Audrey sandwiched in between Martha and the Doctor.

"That's the thing about Slabs. They always travel in pairs," The Doctor said and Martha turned to look at him and Audrey as best she could in their position.

"What about you two?" She inquired.

"What about us what?"

"Haven't you got back-up? You must have a team or something?"

"I've got him and he's got me," Audrey told her with a shrug, "That's about it really."

"So, there's only the pair of you," Martha said, asking for clarification.

"Oh. Humans. We're stuck on the moon running out of air with Judoon and a bloodsucking criminal, you're asking personal questions?" The Doctor grumbled, then pulled Audrey from the floor by her hands, "Come on."

"I like that. Humans. I'm still not convinced you're an alien," Martha admitted, following after the two of them just as they were stopped by a Judoon who was holding a scanner in front of the Doctor's face.

"Non-human," The Judoon declared.

Martha turned to him with wide eyes, "Oh my god, you really are."

"And again," The Doctor huffed.

They started running once more, this time chased by the shots of the Judoon as it fired its weapon at them. Thankfully, they were out of range by then. Once they had reached the upper floors, they slowed down to a fast walk as they maneuvered through the hallways that were filled with people slumped against the walls, oxygen tanks sitting nearby.

"They've done this floor. Come on. The Judoon are logical and just a little bit thick. They won't go back to check a floor they've checked already. If we're lucky."

Martha stopped them in front of the woman from earlier, Swales, who was giving a patient oxygen from the tank.

"How much oxygen is there?" Martha questioned and Swales shook her head, hopelessly.

"Not enough for all these people. We're going to run out."

"How are you feeling? Are you all right?" The Doctor asked Audrey and Martha. Audrey just gave him a thumbs up and a small grin. Truthfully, she hadn't really noticed as the excitement and fear from the adventure had over shadowed everything else.

"I'm running on adrenaline," Martha answered.

"Welcome to our world," Audrey told her, meaning her words in a more literal sense than Martha had known at the time, as she bumped her hip against the other woman's.

"What about the Judoon?" Martha asked, hopefully. Maybe if they were losing air, it would affect the Judoon long enough for the Doctor to work out a plan to stop them, however, the Doctor shot that hope down fairly quickly.

"Nah, great big lung reserves. It won't slow them down. Where's Mister Stoker's office?"

"It's this way."

Martha took them back to Mr. Stoker's office where she had first found Miss Finnegan but the woman was gone by the time they reached it. They walked further into the room but it was completely empty, excluding Mr. Stoker's body which was still lying on the floor.

"She's gone. She was here," Martha told them, as they Doctor crouched down to examine the body. He put his fingers to the man's pale neck and shook his head when he found no pulse.

"Drained him dry. Every drop. I was right. She's a plasmavore."

"What's she doing on Earth?"

"Hiding. On the run. Like Ronald Biggs in Rio de Janeiro."

"But what's the use of hiding here?" Audrey asked the Doctor, "You said the Judoon would execute us all if they didn't find her, so it's not like she's safe."

The Doctor nodded, "You're right. Come on."

"Wait a minute," Martha spoke up just before the two of them left the room. She walked slowly back to Mr. Stoker and carefully closed his eyes. Audrey sent her a soft smile, admiring Martha's caring nature, even towards someone who had been so condescending to her this morning. The three of them hurried back down the hall.

"Think, think, think. If I was a plasmavore surrounded by police, what would I do?" The Doctor mumbled to himself before he looked up and saw a sign leading to the MRI and he understood, "Ah. She's as clever as me. Almost."

From somewhere down the corridor, screams ran out and were followed by the sounds of things crashing to the floor.

"Find the non-human. Execute."

At the sound of the Judoon, the Doctor turned to Martha urgently, "Martha, stay here. We need time. You've got to hold them up."

"How do I do that?"

"Just forgive me for this. It could save a thousand lives. It means nothing," The Doctor assured her before looking at Audrey, "Honestly, it's really nothing."

He then crashed his lips to Martha's, making Audrey's eyes widen in surprise. After a few moments, he pulled away from her, grabbed Audrey's hand, and began pulling her down another hallway. Audrey followed after him, still confused as to what had just happened. The tight feeling in her chest was something she had only felt a few times before but she knew exactly what it was.

"I'm sorry, I had to. The Judoon-" The Doctor tried to explain. Audrey cut him off with a shrug of her shoulders and a laugh that she hoped sounded genuine.

"Why are you apologizing to me? You're entitled to kiss whoever you'd like, it's none of my business," Audrey told him, honestly. She still didn't understand the unwarranted jealousy that was bubbling within her, but she brushed it off as her confusion on how it fit into the plan.

Without any notice, the Doctor stopped in the middle of the hallway, causing Audrey to be yanked to a stop as well. There was something imperceptible in his eyes, a struggle that Audrey didn't fully recognized, with a hint of emotions that she did. An inner struggle seemed to race through his mind before he shook his head lightly.

"It- it meant nothing," The Doctor assured her again.

Audrey's eyebrows knit together in confusion, not understanding why he was so adamant that she understands this fact, "Okay, good-good for you? We've got a hospital to save, Doctor. Come on."

"Right," The Doctor agreed slowly. "Yeah, I just- I just needed you to know."

Audrey tried not to let her confusion get the best of her and pulled him along down the hall.

Finnegan had beat them to the MRI room and was standing in front of the glowing scanner when they arrived. The Doctor and Audrey both skidded to a halt by the entrance, drawing Finnegan's attention to them.

"Have you seen them? There are these things. These great big space rhino things. I mean, rhinos from space. And we're on the moon! Great big space rhinos with guns on the moon," The Doctor exclaimed, going on with his act, "And I only came in for my bunions, look. I mean, all fixed now. Perfectly good treatment. The nurses were lovely. I said to my wife, I said I'd recommend this place to anyone, but then we end up on the moon. And did I mention the rhinos?"

Audrey waved at the woman shyly when he mentioned her or, more accurately, her part of his act. Finnegan directed her attention to something behind them.

"Hold them," She ordered as a Slab appeared from behind the door and grabbed the Doctor's arms. He tried to struggle but it was no use. Audrey's own instincts kicked in and she instantly latched onto the arm of the Slab.

"Hey! Let him go!" Audrey said, yanking harshly at the Slab's arm. It pulled back its arm and elbowed her directly in the chest, slamming her backwards where she hit her head on the wall. Her body slid down to the floor and she laid there, unconscious.

"Audrey!" The Doctor shouted, struggling in the hold of the Slab. It crossed his mind briefly to ditch the entire plan in favor of helping her but he could see the rise and fall of her chest from here. A noise coming from the scanner drew his attention and he kept up his act, "Er, that, that big er machine thing. Is it supposed to be making that noise?"

"You wouldn't understand," Finnegan told him, walking to the machine so she could look inside. Blue static buzzed from within it and she seemed pleased.

The Doctor frowned, "But isn't that a magnetic resonance imaging thing? Like a ginormous sort of a magnet? I did magnetics GCSE. Well, I failed, but all the same."

"The magnetic setting now increased to fifty thousand Tesla," Finnegan revealed, unaware that he understood what she was talking about.

"Ooo, that's a bit strong, isn't it?"

"It'll send out a magnetic pulse that'll fry the brain stems of every living thing within two hundred and fifty thousand miles. Except for me, safe in this room."

"But er, hold on, hold on, I did geography GCSE. I passed that one. Doesn't that distance include the Earth?" He questioned as she went back to the computer.

"Only the side facing the moon. The other half will survive. Call it my little gift," She smirked.

"I'm sorry, you'll have to excuse me, I'm a little out of my depth. I've spent the past fifteen years working as a postman. Hence the bunions," He pointed out, "But why would you do that?"

"With everyone dead, the Judoon ships will be mine, to make my escape," Finnegan declared, pride evident in her voice.

"No, that's weird. You're talking like you're some sort of an alien," The Doctor laughed and Finnegan smiled.

"Quite so."

"No!"

"Oh, yes."

"You're joshing me," The Doctor gasped. She seemed to believe his act perfectly and she had even been filling him in on her plan. Granted, he had had a pretty good idea on what she was up to but she had filled in the blank spots for him. Without her noticing, he glanced over to check on Audrey. She hadn't woken yet but she was still breathing and that was a good sign.

"I am not," Finnegan argued, starting to sound annoyed.

"I'm talking to an alien? In hospital? What, has the place got an ET department?" The Doctor joked.

"It's the perfect hiding place," She told him, grinning at what the brilliancy of her set up, "Blood banks downstairs for a midnight feast, and all this equipment ready to arm myself with should the police come looking."

"So, those rhinos, they're looking for you?" The Doctor asked as she approached him.

"Yes. But I'm hidden," She whispered conspiratorially, leaning in to show the black X on the back of her hand to the Doctor.

He nodded, "Right. Maybe that's why they're increasing their scans."

"They're doing what?" Finnegan questioned, eyes widening in worry.

"Big chief rhino boy, he said, no sign of a non-human, we must increase our scans up to setting two?" The Doctor informed her and the woman took a step back, trying to find a solution.

"Then I must assimilate again."

"What does that mean?"

"I must appear to be human."

"Well, you're welcome to come home with me and the wife. She'd be honored. We can have cake," He offered as Finnegan reached into her purse and pulled out a straw.

"Why should I have cake? I've got my little straw," She told him, waving it in front of him.

"Oh, that's nice. Milkshake? I like banana."

"You're quite the funny man. And yet, I think, laughing on purpose at the darkness. I think it's time you found some peace. Steady him!" She commanded and the Slab's grip on him tightened as she leaned in. Her hand reached out to stroke the side of his neck.

"What are you doing?" He inquired.

"I'm afraid this is going to hurt. But if it's any consolation, the dead don't tend to remember," Finnegan said to him before sticking the straw straight into his vein and sucking his blood through it.

The Judoon burst into the MRI room, just as the Slab dropped the motionless Doctor. Miss Finnegan hurriedly hid the straw in her handbag and backed away from the Doctor.

"Now see what you've done. This poor man just died of fright," Miss Finnegan claimed.

Audrey, who had begun to come to, opened her eyes groggily when she heard the gruff voices of the others. She couldn't quite hear them yet but she could make out the figures of two Judoon standing in front of her. From around their bodies she could see two bare feet sticking out and she followed that till she saw the Doctor lying on the ground, unmoving. Panic started to settle in as she stumbled towards him, pushing the Judoon out of the way urgently.

She knelt down over him while she checked for injuries. He wasn't responding to her and his eyes were closed but she refused to believe it. This had to be some part of his plan, this was just a trick. When her eyes landed on the bloodstained mark on his neck, she glared up furiously at Miss Finnegan who looked down at her innocently.

Behind her a Judoon used its device to scan him, "Confirmation. Deceased."

"No, no, no," Audrey muttered, pulling his head into her lap and trying to find a pulse, "He can't be dead! No, you idiot, you can't die. You don't get to leave me. I need you."

"No, he can't be. Let me through. Let me see him," Martha demanded, trying to push past the Judoon. She stood between the two of them, staring at the Doctor in shock. He was lying with half of his body in Audrey's lap as she cried. Truthfully, Martha didn't think even Audrey knew she was doing it.

"Case closed," The Judoon announced.

"But it was her. She killed him. She did it. She murdered him," Martha protested.

"Judoon have no authority over human crime."

"But she's not human."

"Oh, but I am," The older woman argued, proudly holding out her hand for them to see, "I've been catalogued."

"But she's not! She assimi- Wait a minute. You drank his blood? The Doctor's blood?" Martha asked before grabbing a hold of a Judoon scanner and aiming it at the alien.

"Oh, I don't mind. Scan all you like," Miss Finnegan said, unconcerned.

"Non-human," The Judoon declared.

"But, what?"

"Confirm analysis."

"Oh, but it's a mistake, surely. I'm human. I'm as human as they come."

"He gave his life so they'd find you," Audrey spoke up, laughing a little in disbelief to herself. And died in the process, the idiot, she thought to herself as she pushed his hair back from his forehead. He couldn't be dead, this was the point where he jumped up and started rambling on about how his plan had worked just as he knew it would. Even that reasoning seemed weak to her.

"Confirm. Plasmavore, charged with the crime of murdering the child princess of Patrival Regency Nine," The Judoon told her and she smirked proudly.

"Well, she deserved it!" Finnegan exclaimed, "Those pink cheeks and those blonde curls and that simpering voice. She was begging for the bite of a plasmavore."

"Then you confess?" The Judoon questioned.

"Confess? I'm proud of it! Slab, stop them!" She ordered and the Slab started towards them. The Judoon used their weapon to kill the Slab and then focused on Miss Finnegan again.

"Verdict, guilty. Sentence, execution."

Miss Finnegan ran back to the machine and pulled a plug, making the machine blare loudly. She turned back to them with a smug smirk, "Enjoy your victory, Judoon, because you're going to burn with me. Burn in hell!"

The Judoon joined together with their weapons all firing at once and incinerated Florence as she screeched.

"Case closed."

"But what did she mean, burn with me? The scanner shouldn't be doing that. She's done something," Martha tried to explain and the Judoon scanned the machine with its device.

"Scans detect lethal acceleration of monomagnetic pulse."

"Well, do something! Stop it!" Audrey yelled, getting up from the floor. Right now, the Doctor wasn't her only problem. The lives of every person in this hospital were at stake, she had to put that first for now.

"Our jurisdiction has ended. Judoon will evacuate," The Judoon declared.

"Oh, how bloody typical!" Audrey shouted.

"You can't just leave it," Martha protested, "What's it going to do?"

The Judoon ignored them, "All units withdraw."

As they left, Martha followed them out into the corridor, trying to reason with them. They had been the ones to bring them to the stupid moon and now they were just going to leave them all to die?

"You can't go! That thing's going to explode and it's your fault!" Martha screamed after them.

She walked into the room again once she had realized they weren't going to listen to them and she saw Audrey standing at the scanner, sonic screwdriver in hand. The woman was standing in front of a set of plugs but it didn't seem like she knew what to do from there.

"I don't know if I can fix this, Martha. I think we need the Doctor and he's…" She trailed off, not being able to say it and Martha nodded firmly.

"Right, you keep working," She told her as she bent down by the Doctor and started CPR, "One, two, three, four, five. One, two, three, four, five. Two hearts! One, two, three, four, five. One, two, three, four, five."

Meanwhile, Audrey was still at the scanner. She had finally narrowed it down to two different plugs but she didn't know which. One could solve everything and the other had the potential to make everything worse. Her and Martha both started gasping for breath. Martha put her mouth to the Doctor's one last time to give him her last breath of air.

The Doctor sat up just as Martha collapsed, only managing to rasp out that Finnegan had done something to the scanner before her eyes rolled back. He hurried over to the scanner where Audrey was leaning heavily on the wall. She had yet to see him and he watched as she shook her head and pulled the plugs out, the scanner shutting itself down. The Doctor placed a hand on her shoulder, making her turn around quickly.

"I knew it," Audrey said, managing a weak smile.

Audrey and the Doctor walked down the corridor, supporting Martha between their two bodies. Audrey tried to ignore the lightheadedness she was feeling in order to help her friend but she could slowly feel herself losing it.

"Come on, come on, come on, come on, please. Come on, Judoon, reverse it," The Doctor whispered under his breath once they had stopped at a window. Outside, it started to rain lightly and Audrey and the Doctor shared the biggest smiles they could muster.

"It's raining, Martha. It's raining on the moon," Audrey told her unconscious friend just as a clap of thunder sounded and the hospital was returned to its rightful place.

* * *

The Doctor and Audrey had left Martha in the hands of the paramedics that arrived on the scene after the hospital had been returned to its proper place. Both of them had agreed it would be best not to get caught up in the chaos that would ensue.

After closing the door behind him, the Doctor became aware that Audrey was still clutching his hand tightly in her own. Since she wasn't usually the one that initiated the hand holding, this both surprised and concerned him at the same time. It wasn't that he was complaining really, because he wasn't, but that paired with her quietness was setting off all sorts of alarm bells in his head. Quietness in any form typically meant that she was either plotting against him or there was something wrong and the look on her face was telling him it wasn't the former.

"Something wrong?" He inquired, squeezing her hand lightly to get her attention. Her eyes snapped up to meet his instantly before looking away in something akin to embarrassment. She then realized that she was still holding his hand and dropped it like it had burned her. Audrey cleared her throat.

"It's nothing- I just…" She trailed off. The Doctor stared at her in confusion and expectancy, making her continue after taking a deep breath, "I thought you died."

His eyes softened as he looked at her, a smile forming on his face. While he hadn't meant to scare her as much as he had seemed to, it felt kind of good to know that even the thought of his death affected her in this way. Sure, older Audrey's might've reacted in a similar way but he would expect that from her, this Audrey was still quite early in their time line and yet she still cared about him this much.

"Well, I'm fine now. See," He told her as he gestured to himself, "I'm fine."

"You scared me, Doctor. Like really, properly scared me. I-I thought you were going to leave me all on my own and I just saw you lying there and I… I was just scared," Audrey admitted with her hands pulling on the ends of her hair, "You're…I-um. I don't want to lose you. So, yeah."

The Doctor opened his arms so that he could hug her and she hoped that he didn't notice the way she snuggled into his chest. He had noticed and it filled him with a certain sort of pride. Although the thought of young Audrey caring about him so fiercely made him happy, he also couldn't help but realize that meant that she wasn't used to the intense lifestyle they lived just yet. With that thought in mind, he told himself that he would start making a conscious effort to stop throwing himself into danger around younger Audrey's despite how hard that might be at times.

"I'll always come back for you, Audrey. I promise," He told her sincerely, leaning back enough to press a kiss on to her forehead. Neither of them made a move to break apart, both of them enjoying the comfort the other provided but like all things, it didn't last forever. Audrey's head started to ache as the bright glow spread from her arms that were still wrapped around his waist. Reluctantly, she moved away from him. As she was about to leave she gave him the biggest smile she could at the moment.

"You know, Doctor… Miss Jones was rather brilliant," She hinted, making his eyebrows furrow, "I think you should thank her properly."

"Is that a hint?" He asked.

"I don't know, what do you think?"


	39. Idiot's Lantern - Part 1

Helloooooo lovelies! I'm super stoked about today, I really enjoyed writing this episode, I don't really know why. I think I just liked exploring the emotions of characters other than Audrey? Let me know what you thought in the comments? Please? Maybe idk. I just love feedback from you guys, it's always the best. Which, Segway-

 **Replies to Comments:**

 **Lautaro94** : I know! Audrey is so clueless sometimes, it's ridiculous. Like, girl? Use your eyes? Thank you for your kind feedback though! Hope you have a nice day and enjoy this next chapter.

 **bored411** : Aw, thanks. She does always seem to be in some sort of trouble, doesn't she? Hope you have a nice day!

 **EmilyShaeFire** : Oh no, lovely! You're not awful, reviews are all great, I love the feedback. I'm glad you like the angst, Audrey sure has a lot of angst in her life, and the kiss lol. The Doctor was trying so hard and Audrey, as usual, was oblivious. Oh dear. The college move was fairly smooth and it's been a fun ride so far. Thank you for your kind words and support! Hope you have a nice day and enjoy this next chapter!

 **Fakira** : Ah, it's okay! I'm sorry about the busy/school thing, back to school can be sooo stressful. I'm glad you liked the chapter, Martha was honestly one of the best companions on the show, I feel like she could really keep up with the Doctor and offered him the exact kind of friendship that he needed. I hope things go okay with back to school. Hope you have a nice day and enjoy this next chapter!

 **PrincessMagic** : Thank you, I'm glad you liked the chapter! Hope you have a nice day and enjoy this next chapter!

* * *

In a bright pink showcase of 50s fashion, Rose stepped out of the TARDIS and looked around the street. The pink layers of her tulle dress were swishing around by her side as she walked a few feet. They were supposed to be heading for New York, at least that's what Audrey and the Doctor had said. The street looked normal compared to many of the things she had seen waiting behind the TARDIS doors in the past. In fact, it looked like any other street that she would see back home.

"I thought we'd be going for the Vegas era, you know the white flares and the, grr, chest hair," Rose mock growled.

The Doctor stuck his head out from around the TARDIS doorway and gave her a disbelieving look.

"You are kidding, aren't you? You want to see Elvis, you go for the late fifties. The time before burgers. When they called him the Pelvis and he still had a waist," The Doctor called out to her, making Rose laugh. From inside the TARDIS, there was a rev of an engine, "What's more, you see him in style."

The Doctor rode a blue scooter out from the TARDIS, making a small circle before stopping in front of Rose. He wore a white crash helmet on his head, paired with very 50s-like shades. An excited grin stretched across his face, and he turned to look over his shoulder at the TARDIS. When nothing happened, he groaned. Always late, always.

"Audrey, you coming?" The Doctor called.

Before either of them could respond, another scooter, this one red, zoomed out of the TARDIS at a speed that was much faster than the Doctor had gone. The person on the scooter wore a red helmet paired with a red and white polka dot dress that flared out as they rode by. Like the Doctor, Audrey did a loop around the street before stopping by the TARDIS again. She pulled off her helmet and grinned at them.

"Oh, this is gonna be _so much_ fun," Audrey crowed. Rose, who watched the two of them share an excited look, turned apprehensive at the thought of them driving through New York City on those things.

"Do you even know how to ride that thing?" Rose questioned Audrey.

"How hard can it be?" Audrey shot back, earning alarmed looks from both Rose and the Doctor. She rolled her eyes at their expressions and laughed, "I'm kidding. Lighten up."

The Doctor turned to Rose, who still didn't have a ride, and changed his accent, "You going my way, doll?"

"Is there any other way to go, daddy-o? Straight from the fridge, man," Rose replied as she slid her sunglasses onto her face.

"Oh! You speak the lingo," The Doctor beamed excitedly. Rose shrugged, taking the helmet the he offered her and sliding onto the scooter.

"You two are dorks," Audrey grinned, shaking her head. "And I love you for it."

"Oh, well. Me, mum, Cliff Richard movies every Bank Holiday Monday," Rose explained.

The Doctor made a face, "Ah, Cliff. I knew your mother'd be a Cliff fan."

As the Doctor turned to Audrey and asked if she was ready to go, Rose caught the looks exchanged by the two. She'd seen those looks before, the one that said they were planning something she most definitely would not like. The challenging look in Audrey's eyes didn't help their case, either.

"Do try to keep up, Doctor," Audrey said cheekily, a smirk on her face. She slid her large red sunglasses onto her face and then revved the engine of her scooter.

"Is that a challenge?" The Doctor asked.

Audrey didn't answer. She took off down the street, her laughter carrying back to them. Rose felt the Doctor laugh wound tightly around his waist. They were going to start a bloody race in the middle of New York, weren't they?

"Oh, that's…that's cheating!" The Doctor exclaimed, hurrying after her.

Yes, it seemed like that was exactly what they were about to do.

* * *

A few minutes, a near heart attack, and two streets later, the Doctor slowed down just a bit, Audrey right behind him. He was going on and on about how he had won, despite her little cheating move, while Audrey was pouting behind them.

"Where we off to?" Rose spoke up, having to raise her voice to be heard over the wind.

"Ed Sullivan TV Studios. Elvis did Hound Dog on one of the shows. There were loads of complaints. Bit of luck, we'll just catch it," The Doctor responded.

"And that'll be the TV studios in, what, New York?" Rose continued.

"That's the one," The Doctor replied cheerily. The scooter came to a stop at a street crossing and a red London bus drove past.

Audrey came to a stop just in time to see the bus drive by and she let out a loud laugh, "Ha! Digging that New York vibe, eh, Doctor?"

"Well, this could still be New York. I mean, this looks very New York to me. Sort of Londony New York, mind," The Doctor trailed off, looking around.

Rose looked up at one of the buildings to their right. It was a brown brick building, but there were strings of Union Flags draped from the edges. As she looked around the rest of the street, she saw that most of the buildings had them. There were even strings of them criss-crossing the area above the streets, connecting from one building to the other.

"What are all the flags for?" Rose wondered aloud.

When it became clear that their trip to New York would be saved for another day, they stopped their scooters off on the side of the road and decided to walk from there. Everywhere they turned, people were running down the streets with smiles on their faces or hanging up more flags outside their homes. It seemed like everyone in the area had come to a general decision that today was a good day and it was rubbing off on the three time travelers.

Audrey, who Rose knew didn't get many normal days, seemed to be enjoying the mundanity of it all. Audrey and the Doctor were walking hand in hand as the woman pointed out things that seemed average to Rose, but had Audrey ranting on excitedly. Rose remembered that Audrey had once told her that she had never done much traveling before meeting the Doctor, so the mere idea of being somewhere new was exciting to Audrey. Especially young Audrey.

Rose was smiling at her widely, happy to see that her best friend was happy. It was certainly a welcome change from the Audrey that Rose had last seen. She was glad to know that particular adventure was behind her, but knew that it would still lie in the future for this Audrey.

Ahead of them, a service truck was parked on the side of the street. An advertisement for a TV company was printed on the side of the truck. A man pulled open the back doors and a few others rushed forward to retrieve whatever was on the inside.

"There you go, sir, all wired up for the great occasion," The seller, Magpie, said.

"The great occasion?" The Doctor questioned, joining the group, "What do you mean?"

"Where've you been living, out in the Colonies? Coronation, of course," Magpie replied.

"What Coronation's that then?" The Doctor said.

"What do you mean? _The_ Coronation," Magpie answered, looking at the three of them as if they were crazy. The Doctor looked over to Audrey, who shrugged, and Rose raised her eyes at the two.

"It's the Queen's. Queen Elizabeth," Rose told them. Her tone said that she expected them to know, but the look in her eyes said that she was more than happy to be the one with answers for a change.

"Oh! Is this 1953?" The Doctor inquired as he finally caught on.

Magpie chuckled, "Last time I looked. Time for a lovely bit of pomp and circumstance, what we do best."

Audrey, being the only American of the group, looked confused, "Is it really that big of a deal around here?"

Rose wasn't paying attention to her comment and was instead focused on the roofs of the houses. Nearly every house on the street had a TV aerial on the top of their house, even though she had always though TV's were more on the expensive side during this time, which made it an uncommon household item.

"Look at all the TV aerials. Looks like everyone's got one. That's weird. My nan said tellies were so rare they all had to pile into one house," Rose commented.

"Good point," Audrey responded. She squinted her eyes against the sun so she could see what Rose was talking about.

"Not around here, love," Magpie said to them, gesturing to the side of his vehicle, "Magpie's Marvelous Tellies, only five quid a pop."

"Oh, but this is a brilliant year. Classic!" The Doctor exclaimed, "Technicolor, Everest climbed, everything off the ration. The nation throwing off the shadows of war and looking forward to a happier, brighter future."

His happiness as so infectious that soon the two women were beaming along with him. Then, like it usually did, something went wrong. A woman's voice rang through the streets as she called for help.

"Someone help me, please! Ted!" She cried.

Their attention was drawn a few houses down the street to where another black car was parked. A woman stood at the door, frantically calling for the men rushing out of the house to stop. Between them, the two men carried something that was hidden underneath a wool blanket. It took them a minute to realize that it was man they were herding in the car and, when they did notice, they took off running in that direction.

"Leave him alone! He's my husband! Please," The woman pleaded.

"What's going on?" The Doctor demanded, as the officials shoved the other man into the car. Across the street, a young boy darted out of his house and stormed towards the car.

"Oi, what are you doing?" The boy yelled.

"Police business. Now, get out of the way, sir," The officer ordered, looking pointedly at the Doctor. The three of them backed up from the car, as the boy joined them.

"Who did they take? Do you know him?" Rose questioned the boy hurriedly.

The boy stared helplessly, "Must be Mister Gallagher."

The car drove away, leaving a sobbing woman and four concerned people staring after it. The peculiar thing wasn't that a man had just been snatched from his home, it was that other people were emerging from their homes, but they weren't outraged or concerned for what had just happened. They didn't even look surprised.

"It's happening all over the place," The boy explained, "They're turning into monsters."

"Monsters?" Audrey repeated, her eyebrows furrowing together in thought.

"Tommy! Not one word!" The voice of a man growled. They all turned to see a round man with an angry face and a black mustache coming from the house that Tommy had left earlier. He continued to shout, "Get inside now!"

"Sorry. I'd better do as he says," Tommy told them nervously. The Doctor looked from the boy to the car speeding away and seemed to make up his mind. He was running towards the spot they had parked their scooters before Rose could even blink. Audrey was hot on his heels.

The both of them mounted their scooters in identical fashion and the Doctor called for Rose to join them. She hurried to do so, sparing one last look at the boy that had been speaking with them. What had he meant by monsters?

Although the car had a head start on them, they managed to catch up quickly. Audrey had sped ahead of the Doctor and Rose, paying little attention to road signs or oncoming traffic.

Rose thought she was going to have a heart attack just looking at the woman's reckless driving, but her worry was nothing compared to the Doctor. Rose could feel him stiffen every time Audrey turned a corner too quickly or sped too fast. At one point, when Audrey squeezed between two cars and left Rose and the Doctor to wait until the traffic had past, Rose could've sworn she heard the Doctor growl in aggravation.

When they caught up to Audrey once more, she was stopped at a dead end. The road ended in a small market set-up in front of a wall and she was staring at it quizzically.

"Don't do that again," The Doctor warned her, sounding more worried than angry, but Audrey wasn't listening.

"That's odd. I could've sworn…" She shook her head absently and then looked over to the other two apologetically, "I lost them."

"Surprised they didn't turn back and arrest you for reckless driving. Have you actually passed your test?" Rose questioned.

"Would it make you feel better if I said yes?" Audrey countered. She sounded like her normal self, but the teasing remark was hollow.

"Men in black? Vanishing police cars? This is Churchill's England, not Stalin's Russia," The Doctor remarked, seeming just as baffled as Audrey was.

"Monsters. That boy called them monsters," Audrey murmured. She was still staring at the wall, as if it would reveal something if she looked hard enough.

"Maybe we should go and ask the neighbors," Rose suggested.

"That's what I like about you," The Doctor told her, "The domestic approach."

"Thank you," Rose beamed, before her face twisted into a frown, "Hold on, was that an insult? Whoa!"

And they were off again.

* * *

"All the warnings I've given you, and every time, every time, you disobey me," Mister Connolly Connolly ranted angrily at his son.

With every word he spoke, he moved closer to Tommy's face and the boy flinched backwards. His mother, Rita, watched on helplessly.

"We can't just lock her away," Tommy protested quietly.

"Excuse me, sunshine. I am talking. You can forget that college nonsense," Mister Connolly huffed, "Your' going to come and work alongside me. Get your hands dirty for once."

A thump sounded from upstairs, quieting them all. They all looked to the ceiling, knowing exactly what had made the noise but being too afraid to do anything about it.

"Oh lord, won't she ever stop?" Rita asked as the thumping continued. Mister Connolly turned to his wife and placed his hands comfortingly on the tops of her shoulders.

"There, there, Rita, my sweet. Business as usual. Now let's get these up all over the house in honor of her Majesty," He soothed, gesturing to the flags lying around the room.

Rita looked fearful, "But Mister Connolly, what if she's dying?"

"I am talking!" Mister Connolly exploded, making Rita and Tommy leaned away from the man. He looked to both of them, a pleased expression crossing his face as he nodded, "That's better. A little bit of hush."

In the midst of the momentary silence, the doorbell rang. The family followed Mister Connolly to the front door to see who could be coming by at such a late time of night. He opened the door to be met with three smiling faces.

"Hi!" The Doctor, Audrey, and Rose chorused, grinning brightly at the family on the other side of the door.

"Who are you, then?" Mister Connolly inquired gruffly.

The Doctor looked him over, "Let's see, then. Judging by the look of you, family man, nice house, decent wage, fought in the war, therefore I represent Queen and country."

The Doctor confidently reached into his coat for his psychic paper, ready to convince them all of some other identity that he had created, but came up short. Instead, Audrey whipped the black wallet out of her own pocket and held it up for Mister Connolly to see.

"Just doing a little check of Her forthcoming Majesty's subject before the great day," She explained easily, "You don't mind if we come in, do ya?"

The three of them didn't wait for an answer. They pushed past Mister Connolly and strode into the house. Mister Connolly, who was shocked, stared after them open mouthed.

"Gimme that," The Doctor muttered, snatching the psychic paper from Audrey and waving it around, "Always with the psychic paper. When did you even take it?"

Audrey grinned cheekily, "I nicked it this morning when you were rambling on about the seventh moon of Jupiter."

The Doctor rolled his eyes at her antics, though an amused smile was pulling on the corners of his lips. He regained his composure in a moment as he waltzed into the living room, seeing a woman sitting there.

"Not bad. Very nice. Very well kept. I'd like to congratulate you, Mrs…?" The Doctor trailed off.

"Connolly," Rita answered as she nervously fiddled with her hands.

"Now then, Rita. I can handle this. This gentleman's a proper representative," Mister Connolly scolded, before turning to the Doctor, "Don't mind the wife, she rattles on a bit."

"Well, excuse me, Mr. Connolly, but I don't believe he was talking to you. And you'd do well not to talk about your wife like she isn't in the room," Audrey said sharply, a smile still painted on her face, "Think about the message you'd be sending about this country's people."

Mister Connolly looked affronted, "Who do-"

"No, no, she's right," The Doctor interrupted, "I'm not convinced you're doing your patriotic duty. Nice flags. Why are they not flying?"

"There we are Rita, I told you, get them up. Queen and country," Mister Connolly commanded.

"I'm sorry," Rita apologized, but the Doctor waved her off. His narrowed eyes were focused on Mister Connolly who shifted under his harsh gaze.

"Hold on a minute. Hold on a minute," The Doctor said, as Mister Connolly tried to push his wife into hanging them up, "You've got hands, Mister Connolly. Two big hands. So why is that your wife's job?"

"It's housework, innit?" Mister Connolly replied instantly.

Audrey raised her eyebrows, "And that's a woman's job?"

"Of course, it is," He said, looking at her snidely. Rose watched as Audrey and the Doctor both reeled back from this answer, an identical look forming on their faces.

"Mister Connolly, what gender is the Queen?" The Doctor asked.

"She's a female," Mister Connolly answered.

"And are you suggesting the Queen does the housework?" The Doctor continued.

Mister Connolly paused, "No. Not at all."

Audrey smirked at him, waving her hand towards the flags, "Then get busy."

Mister Connolly hesitated, looking between the Doctor and Audrey as he seemed to have some internal struggle. Rose could see that he didn't want to listen to what Audrey said, but that he wanted to look good in the eyes of a representative.

"What are you waiting for, Mister Connolly?" The Doctor questioned. He shoved the flags in Mister Connolly's direction and the man took them quickly.

"Right," He said, making up his mind, "Yes, sir."

And just like that, Mister Connolly took the flags and got to work hanging them up. Rose stared on in amazement. No matter how long she had known them, she still wasn't used to the effortless way the two of them operated. One look or one movement was all the communication they needed to be on the same page, to work in absolute sync. And, when Mister Connolly turned his back, Rose caught the victorious look they shared.

"You'll be proud of us, sir. We'll have the Union Jacks left, right, and center," Mister Connolly assured the Doctor. He was busy at work, but Rose had noticed something the others hadn't.

"Excuse me, Mister Connolly. Hang on a minute. Union Jacks?" Rose cut in.

Mister Connolly looked unsure, "Yes, that's right, isn't it?"

"That's the Union Flag," Rose corrected, "It's the Union Jack only when it's flown at sea."

"Oh. Oh, I'm sorry, I do apologize."

"Well, don't get it wrong again, there's a good man. Now get to it!"

Rose wore her own victorious smile as she looked back at the Doctor and Audrey. Audrey was giving her a thumbs up and a proud expression, while the Doctor looked impressed. The three of them squeezed onto the small couch, the Doctor stuck in the middle.

"Right then! Nice and comfy, at Her Majesty's leisure," The Doctor said, before turning to Rose quietly, "Union Flag?"

"Mum went out with a sailor," Rose supplied.

"Oh ho ho ho. I bet she did," The Doctor replied, not breaking his smile.

"The more I hear about your mum, the more I want to meet her," Audrey told Rose. Rose shot Audrey a brief, questioning look, before she realized this must be a _very_ young Audrey.

"Anyway, I'm the Doctor, this is Audrey, and that's Rose, and you are?" The Doctor asked the boy from before. He looked surprised that they had even acknowledged his presence.

"Tommy," He answered.

The Doctor waved him over, "Well, sit yourself down, Tommy."

The Doctor stood up and perched himself on the arm of the couch as Audrey and Rose made room for the boy. He looked unsure as he walked towards them and sat down in the middle. The Doctor grinned and tried to make him feel more at ease. Rita, slightly less frightened than before, sat down in the armchair next to them.

"Have a look at this. I love telly, don't you?" The Doctor said to the family as they all leaned forward to watch the screen.

"Yeah, I think it's brilliant," Tommy agreed.

"Good man!"

On the television, the black and white picture depicted a balding man with glasses as he talked about the vertebra of the ichthyosaurus.

"Keep working, Mister C!" The Doctor encouraged. When he was sure Mister Connolly wasn't listening, he looked to Rita, "Now, why don't you tell me what's wrong?"

"Did you say you were a doctor?" Rita asked them shakily.

"Yes, I am," The Doctor confirmed.

"Can you help her? Oh please, can you help her, Doctor?" Rita asked, her tone taking on a pleading note.

"Help who, Mrs. Connolly?" Audrey questioned carefully. They could tell by the look on her face that she was greatly worried by something, but it seemed Mister Connolly wasn't as keen as accepting their help.

"Now then, Rita. I don't think the gentleman needs to know," Mister Connolly told her in a warning sort of voice.

"No, the gentlemen does," The Doctor retorted.

"Tell us what's wrong, and we can help," Rose told the woman softly. Rita looked relieved that she had someone to offer her help, but couldn't get a word out before she burst into tears. Rose hurried to the woman's side and wrapped her arms around her in comfort.

"Hold on a minute. Queen and country's one thing, but this is my house! What the?" Mister Connolly spoke up, throwing the flags down when he realized what he was doing, "What the hell am I doing? Now you listen here, Doctor. You may have fancy qualifications, but what goes on under my roof is my business."

"A lot of people are being bundled into-" The Doctor began, seeming uninterested in arguing with Mister Connolly.

"I am talking!" Mister Connolly shouted.

"And I'm not listening!" The Doctor roared, moving an inch away from Mister Connolly's face, "Now you, Mister Connolly, you are staring into a deep, dark _pit_ of trouble if you don't let me help. So, I'm ordering you, _sir_! Tell me what's going on!"

An array of facial expressions were being worn around the room. Rita and Tommy looked surprised that someone was actually standing up to the man, Rose looked apologetic for the Doctor's outburst, and Audrey stared calmly back at Mister Connolly when he glanced over at her. Mister Connolly, on the other hand, looked absolutely terrified.

There was a rhythmic thumping on the ceiling that drew their attention. The family, of course, didn't seem surprised by it, but the others did. The Doctor raised a questioning eyebrow at Mister Connolly.

"She won't stop. She never stops," Mister Connolly whispered and Tommy spoke up in explanation.

"We started hearing stories, all round the place. People who've changed. Families keeping it secret because they were scared. Then the police started finding out. We don't know how, no one does. They just turn up, come to the door and take them, any time of the day or night."

"Show us," The Doctor demanded.

* * *

Tommy led them to a room upstairs, his parents trailing behind after them. The door was locked with a key and all the lights were off inside.

"Gran?" Tommy called out tentatively, "It's Tommy. It's all right, Gran. I've brought help."

Slowly, Tommy reached for the light switch. In the dark, Rose could just barely make out the figure of a person walking towards them on the creaking floorboards. Tommy tuned on the light, illuminating the woman and showing that her face was blank of any features.

"Her face its…gone," Audrey muttered, being the first one to take a step towards the old woman. No matter how close she got, the old woman remained still. The Doctor used his sonic screwdriver to scan her face.

"Scarcely an electrical impulse left," He informed them, "Almost complete neutral shutdown. She's ticking over. It's like her brain has been wiped clean."

"What're we going to do, Doctor? We can't even feed her," Tommy said. From the level below them, there was the sound of a door being kicked in.

"We've got company," Rose announced.

"It's them. They've come for her!" Rita exclaimed fearfully, looking over at her mother.

"Quickly. What was she doing before this happened? Where was she?" The Doctor questioned and the family faltered, "Tell me. Quickly, think!"

"I can't think! She doesn't leave the house! She was just-" Tommy started, as the bulky officials from the street burst into the room.

The Doctor held up his hands, "Hold on a minute. There are three important, brilliant, and complicated reasons why you should listen to me. One-"

The man pulled his fist back and slammed it into the Doctor's face. In an instant, he fell to the ground unconscious and Rose let out a noise of protest.

Audrey wanted to make sure the Doctor was all right, but had more pressing matters on her hands. She placed herself in between the men and the old woman, determined to keep her out of harm for Mrs. Connolly's sake. The same man that had assaulted the Doctor grabbed her by the arm, forcing her out of the way.

The other men threw a blanket over the grandmother and hurried her out of the room. The man holding Audrey back was about to follow after them, but didn't count on the woman fighting back.

Audrey grabbed a hold of his arm, prying herself out of his grip, before whirling around to knee his in the stomach. Surprised and in pain, the man doubled over. Audrey repeated the action with double the force this time. Then, she took advantage of his crouched position by taking a hold of his head and slamming it into the wall next to her hip. His nose let out a sickening crunch as blood stained the wallpaper.

She let him fall back down to the ground unconscious, missing the amazed look that Rose was sending her way.

"Asshole," Audrey spat, giving the man one more kick to the stomach for good measure.

They could hear the Connolly's protesting all the way down the hallway as the men dragged her away. Audrey bent down at the Doctor's side where Rose was slapping his cheeks to wake him up.

Suddenly, the Doctor sat up right, nearly whacking Rose and Audrey in the face.

"Ah, hell of a right hook," The Doctor groaned, "Have to watch out for that."

The Doctor stood up quickly and hurried down the stairs after the men. Audrey and Rose were quick to follow, but were much slower than he was considering they were both in high heels.

"Audrey! Rose! Come on!" The Doctor shouted as he raced out the doorway.

The two of them made it down the stairs in one piece, but the Doctor was nowhere in sight. What they did see, however, was strange tendrils of red light coming from the television set in the living room. They stopped in the doorway to look at, hearing the shouts of the Connolly's and the Doctor from outside.

"We're going to lose them again!" The Doctor yelled.

Audrey and Rose worked together to turn the set around, trying to find the source of the energy. Outside, the Doctor got impatient and sped off down the street without them.

"That's not a good sign," Audrey said, as the light disappeared back into the TV. The TV had the same logo on it that that truck out front had, Magpie's Electricals it read. If everyone was buying a Magpie set, did that mean all of them were doing this too?

"You!" Mister Connolly growled in the doorway, "Get the hell out of my house."

"I'm going. I'm done. Nice to meet you, Tommy, Mrs. Connolly," Rose spoke up from the doorway, "And as for you, Mister Connolly, only an idiot hangs the Union Flag upside down. Shame on you!"

Mister Connolly started towards the blonde girl, reaching out as if he was going to push her out of the house. A hand darted out and latched onto his forearm, sharp nails digging into the skin uncomfortably. He looked over to Audrey, who had a dangerous look in her eye.

"Don't touch her," Audrey snarled, "There's an unconscious man upstairs that will tell you just how unpleasant I can be when you lay a hand on the people I care about."

Mister Connolly tried to pull his arm away, but was unsuccessful, "Did you just threaten-"

"I did actually and-" Audrey was interrupted too as Rose pulled her out of the house. The other girl knew that Audrey would have a hard time stopping herself if she was angry enough, and _none_ of them needed to see just how angry Audrey could get tonight. Rose knew the woman's fury to be a frightening thing indeed.

Audrey left the house and Rose spared a look back at the family. They seemed startled by the outburst, but Mister Connolly still looked indignant that a woman had threatened him in his own house. Rose wanted to roll her eyes at that. The man should be thanking her, he didn't know how truly lucky he was that Rose had stopped Audrey when she did.

When Rose made it out, she saw Audrey looking up and down the street. The Doctor was nowhere to be found and his scooter was not next to Audrey's where he had parked it earlier.

"Oh, where's he gone to now?" Rose exclaimed.

"Never mind that, Rose. I say we do a little bit of our own investigating," Audrey suggested, cheerily. She was a completely different person than the one Rose had just seen unleashing her anger on Mister Connolly.

Audrey moved to the scooter parked in the street and got on.

"Hop on," Audrey told her.

Rose shook her head furiously, "No way I'm getting on that thing with you. You drive like a maniac."

"I'll go slow. Now, come on," Audrey urged her.

Rose still looked uncertain. Audrey handed the younger girl the red helmet she had worn earlier, since the Doctor had taken off with Rose's. Reluctantly, Rose took it and climbed on.

Audrey waited until she was certain the girl was fully situated before she sped off down the street. Rose let out a squeal of surprise and grabbed onto Audrey tightly, which made the woman cackle with laughter.

"I thought you said you'd go slow," Rose yelled.

"I lied."

* * *

Remarkably, they made it to Magpie's shop in one piece. Rose was going on about the dangers of Audrey's bad driving, while the older woman was trying to get her to admit that she had enjoyed the ride. Even though she had, she wasn't about to admit that out loud.

They opened the door to the shop, making the bell on the top ring a few times. Magpie, who was sitting at the sales counter, looked up in surprise.

"Oh, I'm sorry, Miss. I'm afraid you're too late. I was just about to lock the door," Magpie said apologetically.

"You wouldn't turn away paying customers now, would you, Magpie?" Audrey asked. She stepped further into the shop and closed the door behind her. Magpie looked from the closed door to the television displays.

"Come back tomorrow, please," Magpie insisted.

"You'll be closed, won't you?" Rose asked, but Magpie didn't understand what she meant, "For the big day? The coronation."

Magpie shook his head, "Yes, yes, of course. The big day. I'm sure you'll find somewhere to watch it. Please go."

"Seems to me half of London's got a television, since you're practically giving them away," Rose said.

As Rose was questioning Magpie, Audrey was observing the television sets. Rose watched from the corner of her eye as Audrey scanned the set discreetly with her sonic, made a confused face at the readings she got, and scanned it again.

"I have my reasons," Magpie defended vaguely.

"What're those, then?" Audrey inquired, storing her screwdriver as she turned around. Magpie eyed her wearily, before the sound of static came on, and he glanced over her shoulder.

The three of them watched as a television screen came to life and the face of a woman appeared. She began to cry out the word 'hungry' over and over again at a rising octave.

Audrey pulled a face, "What the hell is that?"

"It's just television. One of these modern programs," Magpie excused, "Now, I really do think you should leave. Right now!"

He headed for the door, but Rose and Audrey weren't budging.

"Not until you've answered my questions," Rose replied firmly, "How come's your televisions are so cheap?"

"It's my patriotic duty. Seems only right that as many folk as possible get to watch the coronation. We may be losing the Empire but we can still be proud. Twenty million people they reckon'll be watching. Imagine that. And twenty million people can't be wrong, eh, so why don't you get yourself back home and get up, bright and early, for the big day."

"Patriotic duty, eh? I'm not buying it," Audrey told him.

The feigned enthusiasm drained from Magpie and they could see the man underneath. He looked exhausted if the bags under his eyes were anything to go by, and he seemed down right desperate.

"I need to close."

"Mister Magpie, something's happening out there. Ordinary people are being struck down and changed, and the only new thing in the house is a television. Your television. What's going on?"

"I knew this would happen. I knew I'd be found out," Magpie claimed, sounding defeated. Slowly, he reached around to look the front door and tucked the key into his pocket.

Audrey narrowed her eyes, "What're you doing?"

"All right, then, it's just the three of us," Rose continued nervously, the man's action having not escaped her notice, "You going to come clean, then? What's really in it for you?"

"For me? Perhaps some peace," Magpie told them grimly.

"From what?" Audrey questioned.

"From her," Magpie replied, staring past Audrey. She followed his gaze and came face to face with the woman on the television. Rose looked towards it as well, noting that it gave her a strange sort of feeling. Almost like dread.

"That's just a woman on the telly. That's just a program," Rose insisted. There was a part of her that didn't believe her own words and when Audrey started to look suspicious, she knew something must be off.

"What a pretty little girl," The woman cooed.

"Jesus Christ," Audrey muttered. She took a step back from the television set, pulling Rose with her.

"Oh, my God. Are you talking to me?" Rose asked.

"Yes, I'm talking to you, little one," The woman responded, "Unseasonably chilly for the time of year, don't you think?"

"What are you?" Rose inquired. She turned to Audrey with wide eyes, "What is it?"

The older woman scanned it with her screwdriver, being sure to stay a safe distance away from it. She spared a glance at the sonic to check the readings and saw the same ones she had gotten before. They were all together unhelpful as it didn't provide anything useful.

"Uh…well, it's not a program. That's for damn sure."

"I'm the Wire, and I'm hungry!"

Red bursts of energy, much like the ones they saw at the Connolly's, spread from the TV and latched onto Rose's face. Since Audrey was further away from the display, she was safe from the reach of the tendrils, but she wasn't about to stand by and watch her friend's face be stolen.

"Audrey, help me!" Rose shouted, scared.

That was all Audrey needed before she launched into action. She strode forward and raised her sonic at the TV like a weapon.

"You let her go," Audrey growled, using the sonic on the television. It let out a few sparks before the picture on the screen went dark. Rose fell to the floor, a bit dizzy but otherwise fine.

For a moment, it was silent and Audrey thought the danger was gone. She dropped her screwdriver to the floor and was about to rush over to Rose when another TV screen flickered to life. The woman's image was shown on this screen as well.

"As you wish," She said as more energy shot out of the TV. This time, it latched onto Audrey's face.

"Just think of that audience tomorrow, my dear, all settling down to watch the coronation. Twenty million people. Things will never be the same again. I'm sorry. I'm so sorry," Magpie said.

"Audrey!" Rose cried, reaching for the woman. Her face was slowly being transferred from her body to the television screen as the Wire purred in delight.

"Get out of here, Rose!" Audrey shouted back. Her voice was muffled, but Rose could understand.

"I'm not leaving ya!" Rose protested.

"Go!" Audrey urged.

Rose weighed her options in the small space of time that she had. Her heart told her not to leave Audrey's side. The woman gave everything to protect her time and time again, the least she could do was return the favor. Logic was telling her that Audrey was gone and she would be next if she didn't hurry.

In the end, logic won. Rose stumbled back towards the door, before pushing herself to her feet. Quickly, she snatched Audrey's sonic off the floor, pushed past Magpie, and flung herself out into the street.

Outside the shop, it was impossible to tell anything out of the ordinary was occurring. The street was empty and there was no sound to be heard. Rose looked up and down the street desperately, not knowing where to turn or how to get back to the Connolly's. Taking one last glance at the shop, she picked a direction and took off down the street.

Back in Magpie's shop, Audrey had collapsed onto the floor. Her red and white dress was fanned out around her on the ground, as was her brown hair. Magpie approached her cautiously, trying not to look at the blank sheet that had replaced the woman's face.

"Goodnight, children, everywhere," The Wire crowed.

The screen went black and Magpie was faced with the aftermath of what he had done.


	40. Idiot's Lantern - Part 2

Hello, hello, hello, lovelies! Happy to see you again! We've got the last chapter of Idiot's Lantern here and I really hope you guys like it!

 **Replies to Comments:**

 **bored411:** Oh nooo, the Doctor is going to have some FEELINGS about this lol. He's definitely not happy, but _who_ he's unhappy with in specific - I won't spoil it. I'm glad you liked it though! Hope you have a nice day and enjoy this next chapter!

 **Miriam Who** : Hello! Thank you for the kind words, I'm glad you like it. Hope you have a nice day and enjoy this next chapter!

 **PrincessMagic** : Thanks, lovely! Audrey doesn't get to show her badassness nearly enough lol. I'm glad you like her relationships with the others. Hope you have a nice day and enjoy this next chapter!

* * *

The Doctor was taken to a dimly lit room with broken windows lining one wall. The detective sat him down in a small chair, while the other two stood. It was no doubt a measure taken to intimidate him, but all he felt was impatient. There were people in danger and they were questioning _him._

"Start from the beginning. Tell me everything you know," The detective demanded.

"Well," the Doctor drawled, "For starters, I know…you can't wrap your hand around your elbow and make your fingers meet."

"Don't get clever with me," The detective warned, "You were there today at Florizel Street, and now breaking into this establishment. Now you're connected with this. Make no mistake."

"Well, the thing is, Detective Inspector Bishop-"

"How do you know my name?"

"It's written inside your collar," The Doctor answered. The detective stared at him awkwardly for a second before tightening his tie so the inside of his collar was no longer visible. The Doctor continued, "Bless your mum. But I can't help thinking, Detective Inspector, you're not exactly doing much detective inspecting, are you?"

"I'm doing everything in my power," The detective told him lowly.

"All you're doing is grabbing those faceless people and hiding them as fast as you can," The Doctor argued, "Don't tell me order from above, hmm? Coronation Day. The eyes of the world are on London Town so any sort of problem just gets swept out of sight."

"The nation has an image to maintain," The detective said, telling the Doctor everything he needed to know.

"But doesn't it drive you mad, doing nothing? Don't you want to get out there and investigate?"

"Of course, I do. But…" The detective sat down, subconsciously making it so he and the Doctor were on equal ground, "with all the crowds expected, we haven't got the man power. Even if we did, this is beyond anything we've ever seen. I just don't know anymore. Twenty years on the force, I don't even know where to start. We haven't the faintest clue what's going on."

The Doctor leaned forward, "Well, that could change."

"How?"

The Doctor stood up from his chair and moved so he was towering over the detective. This had switched their previous positions of power and made it clear the Doctor was leading this investigation now.

"Start from the beginning. Tell me everything you know."

The detective led the Doctor to a map of the area that was strung up on a board.

"We started finding them about a month ago. Persons left sans visage. Heads just blank," The detective explained.

"Is there any sort of pattern?" The Doctor questioned as he flipped through the few files the detective had on his desk.

"Yes, spreading out from North London. All over the city. Men, women, kids, grannies. The only real lead is there's been quite a large number in-"

"Florizel street," The Doctor finished.

They were interrupted as a man opened the door and poked his head in, "I'm sorry, sir. Are you the…Doctor?"

No one had the time to respond before a ball of pink tulle had burst into the room. The man made a noise of protest, but the only thing the Doctor could focus on was the sobbing form of Rose standing in front of him.

"Doctor!" She exclaimed, hiccupping through her tears. In all the time he'd known her, he'd only seen her cry a few times, and nothing as serious as this, which immediately startled him.

"Rose! Is everything all right?" He questioned hurriedly, grabbing the girl by the tops of her shoulders to stop her shaking. She tried to get a word out, but there were only tears. The Doctor noticed that she held something tightly in her hands and was holding the object close to her chest.

"No, it's Audrey," Rose told him when she calmed down enough. The Doctor swore he felt his blood run cold at the sound of the name and his eyes instinctively darted around to search for her, "There was this-this _thing_ in the telly and it-it took her!"

"What?" The Doctor demanded.

Rose thrust the object she held at him and he saw it was Audrey's screwdriver, "She told me to go. I didn't know what else to do, I came to find you. Oh my god…I just left her there. What's going to happen to her, Doctor?"

"Found another one, sir," Crabtree, the detective's henchman, said as he entered the room. He dragged in the body of another person, hidden under the blanket like the others.

The Doctor felt the file in his hands fall to the desk and faintly heard the others talking, but he wasn't listening. The only thing that ran through his head was: _Audrey. Audrey. Audrey._

He didn't even need them to remove the blanket before he knew who it was. The bottom of her red and white dress was peeking out and he thought back to this morning when she first came into the console room. She had been so excited about New York in the fifties and was ranting and raving about all the fashion styles she and Rose could try. The Doctor had thought the dress was beautiful, but hadn't worked up the courage to tell her.

"Audrey," He breathed out as the man ripped the blanket away.

"Oh my God, her face," Rose gasped in horror.

"You know her?" The detective inquired. The Doctor took a step forward, his hand reaching out.

"Know her? She's my…" He trailed off as he let his hand fall back to his side.

He had just seen her. She was at the Connolly's staring over him worriedly when he woke up from the punch. The first thing he had seen were her concerned eyes, and he thought for a moment that being punched wasn't so bad if he got her undivided attention afterwards. Now, her eyes were gone, just like the rest of her features, and the Doctor could feel the rage bubbling up.

"They found her in the street, apparently. Abandoned."

"That's unusual. That's the first one out in the open. Heaven help us if something happens in public tomorrow for the big day. We'll have Torchwood on our backs then, make no mistake."

The Doctor tuned into just the right amount of the conversation to hear what he needed to know. The rage bubbled over even though he tried to keep it contained. Audrey was the one that kept him grounded, just like he did for her, but she wasn't here now, was she? God help them, if they were to see the Doctor at his full Oncoming Storm fury without the Guardian here to keep them safe.

"They did what?" The Doctor bit out.

"I'm sorry?" Detective Bishop spoke up.

"They left her where?" The Doctor questioned, his vice growing more strained with every word he spoke.

The detective shrugged, "Just in the street."

"In the street," The Doctor repeated lowly, "They left her in the street. They took her face and just chucked her out and left her in the street. And as a result, that makes things simple. Very, very simple. Do you know why?"

"No."

"Because now, Detective Inspector Bishop, there is no power on this Earth that can stop me. Come on!" The Doctor shouted, storming out of the room.

A collective shiver ran down the spines of everyone in the room. Even those who didn't know the Doctor and Audrey, didn't know just how far they were each willing to go in the name of protecting the other, felt it. Rose, who did know, watched the Doctor leave with wide eyes.

She knew that nothing, not even the Wire, stood a chance now.

* * *

The doorbell to the Connolly household rang, providing Tommy with a much needed escape. He excused himself from the crowded sitting room and all but ran to the front door. Rita watched him leave, wishing she had an out as well.

"Tommy, talk to me. I need to know exactly what happened inside your house," The Doctor said as soon as Tommy opened the door. He was not beating around the bush this time. No psychic paper, no pretending to be an official. They simply didn't have the time, Audrey didn't have the time.

Tommy quickly stopped out onto the stoop and shut the door behind him. It was wrenched open a moment later by Mister Connolly who stormed out as well.

"What the blazes do you think you're doing?" Mister Connolly demanded.

"I want to help, dad."

"We don't have time for this," Rose cried out in annoyance, "We've got to help Audrey!"

"Mister Connolly," The Doctor began.

"Shut your face, you, whoever you are. We can handle this ourselves," Mister Connolly snapped.

The Doctor stared back at him, his expression dangerously calm. Rose wondered if the man remembered the fear he felt when the Doctor had yelled the first time, because that would be nothing compared to what was coming.

"Listen, you little twerp," Mister Connolly said to his son, "You're hardly out of the blooming' cradle, so I don't expect you to understand. But I've got a position to maintain. People round here respect me. It matters what people think."

"Is that why you did it, dad?" Tommy asked quietly.

Mister Connolly reeled back, "What do you mean? Did what?"

"You ratted on Gran," Tommy accused, "How else would the police know where to look, unless some coward told them."

"How dare you! Do you think I fought a war just so a mouthy little scum like you could call me a coward?"

"You don't get it, do you? You fought against fascism, remember? People telling you how to live, who you could be friends with, who you could fall in love with, who could live and who had to die. Don't you get it? You were fighting so that little twerps like me could do what we want, say what we want. Now you've become just like them. You've been informing on everyone, haven't you? Even Gran. All to protect your precious reputation."

While Rose was glad Tommy was finally standing up for himself, she didn't have time for this. She couldn't stand to sit around here, talking about little family domestics when her friend was alone, in some dark holding cell, because of her. It was all because of her. Audrey was only taken because she was trying to protect her.

"Eddie is that true?" Rita asked, having heard everything her son said. She came around the corner of the doorway and stared at her husband with tears in her eyes.

"I did it for us, Rita," Mister Connolly insisted, "She was filthy. A filthy, disgusting thing!"

"She's my mother," Rita reminded him, "All the others you informed on, all the people in our street, our friends."

"I had to. I-I did the right thing," Mister Connolly said weakly. He looked around at the people on the stoop, all of which were staring at him with disgust and anger. So much for his reputation now.

"The right thing for us or for you, Eddie?" Rita countered, "You go, Tommy. Go with the Doctor and do some good. Get away from this house, it's poison. We had a ruddy monster under this roof, all right, but it weren't my mother!"

"Rita!" Mister Connolly exclaimed as the door to the house slammed in his face.

"Tommy," The Doctor said, holding an arm out to the other boy.

Tommy nodded and headed after them.

* * *

Tables were being laid out in the streets as people prepared for the big celebration. Kids ran through excitedly with grins on their faces. The Doctor, Rose, Tommy, and the detective made an interesting group as they stormed down the street with intent looks.

"Tommy, yell me about that night. The night she changed," The Doctor said.

"She was just watching the telly," Tommy replied. The Doctor's eyes darted to the TV aerials on the roof.

"That's what me an Audrey were saying earlier. And back in your house, we saw this…sort of energy coming from the TV," Rose informed them.

"You guessed it, straight away," The Doctor spoke to Rose, "All these aerials in one little street. How come?"

"Bloke up the road, Mister Magpie, he's selling them cheap," Tommy explained, not knowing what that had to do with anything.

"That was the shop, Doctor!" Rose exclaimed, "The shop me and Audrey went to."

The Doctor took off down the street without another word. He didn't even check to see if they were following after him, only yelling back, "Come on!"

* * *

The Doctor shattered the glass window on the shop door when they arrived. He paid little attention to the broken glass as he reached in and unlocked the door from the inside. He also paid little attention to the complaints of Detective Bishop, who did not seem fond of his vandalizing ways.

"Shop! If you're here, come out and talk to me! Magpie!" The Doctor roared, slamming his hand down on the customer service button on the front desk.

"Maybe he's out," Tommy suggested.

"Looks like it," The Doctor responded. Rounding the desk, he started riffling through the drawers of the counter.

As the Doctor was searching for something, Rose had stopped in front of the TV display. She was standing in the exact same spot that Audrey had been, in front of the exact same TV. Her hands tightened around the sonic screwdriver she still had not let go of.

Meanwhile, the Doctor had found a portable television in Magpie's drawers.

"Oh, hello. This isn't right. This is very much not right," The Doctor muttered. In the back of his mind, he could hear Audrey's voice shouting at him not to lick it, as she always did when he tried, but he did it anyway, "Tastes like iron. Bakelite. Put together with human hands, yes, but the design itself. Oh, beautiful work. That is so simple."

"That's incredible," Detective Bishop commented, "It's like a television, but portable. A portable television."

"It's not the only power source in this room," He realized. The Doctor raised his screwdriver, following the power source that he had caught a hold of.

Rose jumped back as the TV's came to life. This time they all displayed different faces, each of them calling out for help. Next to her, Tommy found his grandmother. There was only one face Rose was searching for and when she found her, she let out a small cry.

"There she is," Rose said, pointing at Audrey urgently.

Unlike the others, Audrey was not mouthing for help. It wasn't all together surprising, since Rose knew Audrey would rather suffer on her own than admit she needed help, but the word she _was_ mouthing was the surprising part.

"Is she… is she calling for me?" Rose asked, shocked.

"You were with her when it happened. She doesn't know if you escaped or not," The Doctor explained, eyes fixed on Audrey's face, "She's making sure that I know you might need my help."

Rose's shoulder slumped forward in defeat as she raised the sonic screwdriver to her face. Audrey had put herself in danger to ensure Rose's safety, something she had done countless other times. And now, even after she had been taken, the first thing on her mind was making sure Rose was safe and that the Doctor knew she was the one who needed help.

"Please, tell me there's something we can do, Doctor," Rose pleaded.

The Time Lord didn't seem to hear her. He stepped forward and pressed a hand to the side of the TV screen. There was a moment of silence as he stared at the screen, before he turned away.

"I'm on my way," Rose heard him promise under his breath.

"What do you think you're doing?" Magpie demanded as he came into the main room. Rose whirled around at the sound of his voice and started towards him.

"You let it take her! You just stood there," Rose accused angrily. The Doctor stormed past her, backing Magpie up until the other man was cowering against the wall.

"I want my friend restored, and I think that's beyond a little backstreet electrician, so tell me who's really in charge here?" The Doctor questioned.

"Yoo hoo! I think that must be me," Another voice called, gaining the Doctor's attention, "Ooh, this one's smart as paint."

"Is she talking to us?" Detective Bishop wondered, staring at the woman on the television screen.

"I'm sorry, gentlemen, I'm afraid you've brought this on yourselves. May I introduce you to my new friend," Magpie spoke timidly.

"Jolly nice to meet you."

"Oh, my God, it's her, that woman off the telly."

"No, it's just using her image," The Doctor told them.

"That's her. She's the one that took Audrey," Rose said, staring at the screen in fright. Was she going to attack them like she had done Audrey?

"Oh, back again?" The Wire hummed, "And to think, that friend of yours sacrificed herself to make sure you got out."

"What'd you do to her?" Rose asked, defensively.

Tommy stared at the Wire in confusion, "What? What are you?"

"I'm the Wire, and I will gobble you up, pretty boy. Every last morsel," The Wire replied, "And when I have feasted, I shall regain the corporeal body, which my fellow kind denied me."

The blank and white image on the television faded slowly into color as the Wire spoke. Both Tommy and Detective Bishop were left staring at it in amazement.

"Good Lord. Color television!" Detective Bishop gasped.

"So, your own people tried to stop you?" The Doctor questioned, his lip curling up in disgust. This was the woman who had taken the faces of all those people, taken Audrey away from him.

"They executed me. But I escaped in this form and fled across the stars."

"And now you're trapped in the television."

"Not for much longer," The Wire boasted ominously. Rose glanced towards the Doctor and then towards Magpie. In this case, it seemed that Magpie was the one with the most information. He was hiding something from them, he had to be. Perhaps he knew the Wire's plan.

"Doctor, is this what got my Gran?" Tommy asked.

"Yes, Tommy. It feeds off the electrical activity of the brain, but it gorges itself like a great overfed pig, taking people's faces, their essences. It stuffs itself," The Doctor spat. His eyes burned with rage that was threatening to spill out at any moment. Rose stood by and watched, knowing what could happen if he let that rage loose.

"And you let her do it, Magpie," Detective Bishop accused, looking towards the man. Magpie was sticking close to the back door, as if he was planning to make an escape.

"I had to. She allowed me my face. She's promised to release me at the time of manifestation," Magpie told them.

"What does that mean?" Rose inquired.

"The appointed time. My _crowning_ glory," The Wire crowed.

Detective Bishop's eyes flew wide in realization, "Doctor, the coronation!"

"For the first time in history, millions gathered around a television set. But you're not strong enough yet, are you? You can't do it all from here. That's why you need this."

The Doctor held up the portable television and waved it in front of the screen smugly. The Wire visibly shifted and there was a hint of panic in her eyes that the Doctor had figured out her plan. Rose had seen that look so many times, in so many enemies' faces, but it had never been as satisfying to watch. This was the woman who had stolen her friend and she knew that she was about to get _everything_ she deserved.

"You need something more powerful!" The Doctor claimed, "This will turn a big transmitter into a big receiver."

"What a clever thing you are! But why fret about it? Why not just relax? Kick off your shoes and enjoy the Coronation. Believe me, you'll be glued to the screen," The Wire smirked.

Energy lashed out from the television and engulfed the four of them in red light. The Doctor struggled against it as he reached inside his pocket for his sonic screwdriver. It was hard to resist the pull of the Wire, and he found that she was more powerful than he had originally believed.

Rose's hands clenched into fists as she felt the familiar pull of the Wire's powers. She felt Audrey's sonic digging into the skin of her hand, reminding her that the woman had once used it as a tool against the wire.

"Doctor!" Detective Bishop cried out.

"Hungry! Hungry! The Wire is hungry! Ah, this one is tasty. Oh, I'll have lashings of him! Delicious!"

Rose pushed back against the force and brought the screwdriver up to her face. The Wire's face twisted into one of panic, knowing that the device had affected her greatly the last time.

"Armed! She's armed. Withdraw! Withdraw!"

The four of them were released and they dropped to the floor. On the screen, the Wire was shouting for Magpie and reminding him not to forget the portable television on his way. The Wire transported herself into the portable television and Magpie rushed out of the store.

The Doctor was the first to wake. His eyes darted around the room for a sign of Magpie, but he was gone, along with the portable television. Next, his eyes found Detective Bishop, who's face was blank.

Rose began to stir next to him and he sighed in relief. At least she was okay.

"I did it," Rose muttered, looking between the sonic and the screen the Wire had been in, "I saw Audrey do it before, but I didn't think…"

"You were brilliant," The Doctor told her sincerely, before turning to Tommy. He shook the boy awake, happy to see that he was alright as well.

"What happened?" Tommy questioned groggily.

Rose looked around, "Where's Magpie?"

Knowing they couldn't help Detective Bishop (or anyone for that matter) until they had stopped the Wire, they left him where he was and stormed out into the street. By the time they made it, the van Magpie drove was gone and there was no evidence to suggest where he went.

"We don't know where to start looking. It's too late," Tommy said, sounding defeated.

The Doctor shook his head, "It's never too late, as a wise person once said. Kylie, I think. The Wire's got big plans. It'll need...- Yes, yes, yes, it's got to harvest half the population. Millions and millions of people and where are we?"

"Muswell Hill," Tommy answered.

"Muswell Hill," The Doctor repeated, then came to a revelation, "Muswell Hill! Which means Alexandra Palace, biggest TV transmitter in North London. Oh, that's why it chose this place."

"What are we going to do?" Rose questioned as the Doctor headed back into Magpie's shop.

"We're going shopping."

* * *

The gadget the Doctor needed was created from parts found in Magpie's shop and the TARDIS alike. Once the Doctor was satisfied with the parts, they headed for Alexandra Palace as fast as they could. The Doctor didn't even slow down to assemble the invention and he put it together haphazardly as they ran.

"There!" Tommy shouted, pointing to the top of the transmitter. From this distance, they could just barely see the figure of Magpie as he climbed.

"Come on!" The Doctor urged them.

A guard stood at the entrance and he attempted to stop them as they ran past, "Wait, wait, wait! Where do you think-"

The Doctor flashed the psychic paper at the man. His face shifted in an instant, and he looked more confused than anything.

"Oh! I'm very sorry, sir. Shouldn't you be at the Coronation?"

"They're saving me a seat," The Doctor shouted back as he and Rose ran ahead. Tommy had lagged between, looking between the two and the guard.

"Who are you this time?" Rose asked as they ran.

The Doctor glanced at the paper, "King of Belgium, apparently."

In the control room, the Doctor set the controls to what they needed to be, before plucking a reel of copper wire off a shelf. He hung it around his neck and began unravelling it behind him.

"Keep this switched on. Don't let anyone stop you, Rose. Everything depends on it," The Doctor commanded, pointing at the controls, "You understand?"

Rose nodded, "Got it."

The Doctor dashed towards the transmitter, the copper wire reeling out behind him like a trail. He ignored the protests of the official guard and he continued up the stairs, taking them two by two.

Magpie had a head start and was all the way at the top of the transmitter. He attached the portable television to the mast of it, while the Wire cackled in victory. The same red energy that had been used to steal the faces began to encircle the mast and then spanned out across the whole area. Soon, all the aerials on the nearby buildings were being controlled.

"Oh. Feast. Feasting! The Wire is feasting!" The Wire said.

"It's too late! It's too late for all of us!" Magpie cried as the Doctor finally reached the top.

"I shall consume you, Doctor," The Wire spat. Red energy flowed directly from the portable television and attacked the Doctor. He nearly lost his grip on the mast, but managed to keep hold, even as his feet were waving wildly in an attempt to regain his footing.

"I won't let you do this, Magpie!" The Doctor protested.

"Help me, Doctor," Magpie pleaded, "It took my face, my soul."

"You cannot stop the Wire. Soon I shall become manifest," The Wire declared, another bolt of red lightening zapping the Doctor in the chest.

"No more of this. You promised me peace," Magpie said.

"And peace you shall have," The Wire replied.

The same lightening that was attacking the Doctor turned its forces on Magpie. The old man lost his grip on the railings and began to fall to the ground. He did not, however, reach it before he was dissolved into atoms. Magpie was gone and there was nothing the Doctor could do to fix that, but he could save the rest of them. He _would_ save Audrey, no matter the cost. He attempted to grab the portable television, but was zapped with electricity.

"Been burning the candle at both ends?" The Doctor asked, "You've overextended yourself, Missis. You shouldn't have had a crack at poor old Magpie there."

This time when he grabbed the portable, he was successful. The lightening attempted to electrocute him, but it failed. He glanced down at his shoes with a grin.

"Rubber soles, swear by them!" He exclaimed, pulling the portable off the mast. The plug that he had carried with him from the control room was plugged into the portable television, but didn't seem to have any effect. The Doctor's eyebrows furrowed.

"Oh dear. Has our little plan gone horribly wrong, Doctor?" The Wire cooed.

Suddenly, the red energy was retracted back into the portable. It came from all over London and was beamed back into the tiny device in the Doctor's hands. The Wire began to scream in anguish.

"It's close down, I'm afraid, and no epilogue," The Doctor told her.

The Wire gave one last scream, before the screen went blank. The Doctor let out a breath and then looked out across London. Somewhere out there, he hoped that Audrey had been restored and that everything had gone according to plan.

* * *

In the holding area, a young woman sat upright with a sudden gasp. Her green eyes darted around the room, observing all the people of varying ages and appearances that were stumbling around the room. She struggled to recall the last events that she remembered, but then they hit her all at once.

"Where am- wait a minute," Audrey muttered, her hands flying up to her face. She ran her fingertips over her eyes, nose, and mouth, then let out a relieved sigh, "Oh, thank god."

She stood up carefully and looked around the room. The details were fuzzy, but slowly coming back to her. She'd been in a shop… no. No, she _and_ Rose. Then, Rose had been taken by a red light and she had tried to take her place. Rose hadn't wanted to leave, she remembered.

Audrey spun on the spot, looking around the room for blonde hair and fluffy tulle. She came up empty.

"Rose?" Audrey called out, worriedly. People gave her strange looks, but no one stepped forwards, "Rose?"

"My God," A man breathed out. He was standing on the other side of the fenced in room, observing the people on the inside. There was a moment where he was too stunned to move, before he was kicked into action and he unlocked the door. Audrey pushed past the others in her hurry to be the first out of the room.

 _I have to find Rose._

* * *

"What have I missed?" The Doctor asked brightly.

Rose turned around to see the suit wearing man leaning against the doorframe and smiling at her and Tommy. In the background, a radio tuned in for the Coronation was playing the National Anthem.

"Doctor!" Rose exclaimed, "What happened?"

"Sorted. Electrical creature, TV technology, clever alien life form. That's me by the way. I turned the receiver back into a transmitter and I trapped the Wire in here," The Doctor told them. He pressed a button on the controls and a tape popped out. There were a few Gallifreyan words written on the side out it, some of them crossed out.

"A tape?" Rose asked, looking at it closer.

"I just invented the home video thirty years early. Betamax," The Doctor said. Then his attention was captured by the video of the Queen waving to her subjects, "God save the Queen, eh?"

* * *

"Oh, it's my grandson. Oh, son!" An old woman, Tommy's grandmother, exclaimed gleefully as she saw Tommy approaching her. The boy ran into her arms and hugged her tightly.

The road was filled with people, those that had regained their faces and those that had missed them. Rose wanted to show that she was happy for Tommy, because she was, but she couldn't help her eyes from searching for someone else.

The Doctor was right beside her in it as well. His eyes scanned the crowds for that familiar face as he stood on his tip-toes to see even further.

"Hey, Alienboy!" A voice called out from behind them.

Rose and the Doctor turned on their feet so quickly that they could've fallen over. At the end of the land stood Audrey. She was grinning at them brightly as she waved her hands over her head with so much enthusiasm she looked like she was going to burst. Rose felt relief and happiness flood her system as she stared at her friend, reveling in the fact that she was safe once again.

"Ha!" The Doctor shouted happily as he took off running.

Like some cliché movie ending, the Doctor and Audrey raced towards each other, fully intent on having their 'sweep me off my feet' moment, but the Doctor was beaten there by someone else. A flash of pink and yellow darted past him and all but launched herself into Audrey's open arms.

Audrey's eyes lit up in surprise as she rocked back on her heels from the force. A moment later, she hugged Rose back.

"Oh. Hello. Nice to see ya. Have to say, I was glad that I didn't wake up to find out that you had your face all sucked up," Audrey commented, gesturing strangely to her face.

"Thank you," Rose told her, "For saving me, I mean."

Audrey glanced away, looking uncomfortable with the praise and overwhelming gratitude. In response, she simply bopped Rose on the nose lightly with her finger.

"Well, it's too pretty a face to let go to waste."

Rose beamed at her and pulled away from her embrace. It was only a second later before she was swept up into someone else's arms, this one not seeming very keen on letting her go anytime soon. The Doctor's arms wound tightly around Audrey's waist, and her feet lifted a few inches off the ground.

"Put me down, you idiot," Audrey laughed, tapping him on the shoulder. The Doctor set her back on her feet, but didn't let her go just yet.

"Oh, it's good to hear your voice," He responded, grinning widely.

"Yeah? Well, nice saving," Audrey told him. She had her own smile working its way onto her face, which was a sight the Doctor had been scared he might not see again. This just brought on another wave of affection as he pulled her closer.

The two of them rocked back and forth for a moment, just relishing in holding the other close. Something screamed at Audrey in the back of her mind that this was too close, that she was pushing her limits just that bit too much.

It was ignored.

For now, they were just two people, blending in with the others rejoicing in the streets.

* * *

"Here."

Back on the TARDIS now, Rose handed Audrey her screwdriver. The woman looked down at it in confusion, hand almost going to her pocket as if she couldn't remember when she had dropped it. Then, she remembered that she had lost it when the Wire attacked. Something softened in her expression when she realized Rose must've held onto it this whole time.

"Thanks for keeping it safe. Rose Tyler, always a girl to count on," She mused, the second half of it mostly to herself. Rose watched as she flipped the screwdriver in the air, caught it, and then tucked it safely into her pocket.

Rose's face fell, "I'm sorry I didn't stop her. I should've stayed with you-"

"If you stayed with me, you would've been taken too," Audrey reminded her. This time, her face was neutral, so Rose knew she was being serious.

"Still. I should've done… I don't know. Something," Rose insisted, "You were only taken because you were trying to save me."

"I made that choice, Rose. And I'd make it again. Hell, you'd better get used to it, because I'm going to _keep_ making it."

Rose gave a small giggle as she thought of all the situations, some of them laughable, that Audrey would find herself in, all in the name of protecting her friends.

"You do, believe me," Rose told the older woman.

Audrey smiled as she looked at the girl. There were times when Rose seemed so above her age, so clever and resourceful in their travels, that Audrey forgot how young she really was. Then, there were times like this. The ones where she gave Audrey that tongue-in-teeth smile of hers and giggled like a kid. She was so young, so naïve, that Audrey couldn't help but want to protect her. She reminded her of her younger sister, Phoebe, in that way.

"You're my friend, Rose. If it comes down to me or you, it's always going to be you," Audrey said firmly, setting a hand on Rose's arm.

With that comment, Rose withdrew a little. Her face twisted into something unrecognizable, almost as if she was remembering something painful.

"Yeah," Rose murmured in reply. Audrey pretended she didn't see the look or pick up on the sudden change in tone. After the fight she had with the Ninth Doctor, she realized there were something's that she couldn't be told, and others she didn't want to know of.

"Now, that's enough of the angst. It's been a hell of a day and, frankly, I'm starving," Audrey announced, offering her hand to Rose, "I'm heading to the kitchen, you coming?"

Rose nodded and took her hand.

Maybe there were things they both didn't know about yet. Maybe there was some danger lurking in the future for the both of them. But neither of those things were certain, and neither of them were something they could change. Rose knew that travelling with the Doctor and Audrey was what she wanted to do for the rest of her life, and Audrey knew that the people of this universe were becoming staples in her life that she wasn't ready to let go of.

And, that alone was good enough for them.


	41. Journey to the Center of the TARDIS - 1

Hellooooo, hello, hello, lovelies! Long time no see, I'm terrible, I'm sorry. Life is... well, kind of shit lol. BUT, I'm back with a new chapter, I was inspired after our screens were graced with the wonderful, beautiful, magnificent (ok, haley, I think your fangirl is showing) Thirteenth Doctor! Did you guys see it? It was absolutely amazing. It exceeded all of my expectations! I watched it with one of my non-whovian friends and I THINK I'm slowly converting her to our side lol. It also reminded me how incredibly excited I am to get to Thirteen chapters oh boy I am so ready for it!. I hope you guys enjoy this chapter!

 **Replies to Comments:**

 **bored411:** just a little itty bit maybe! Audrey always the one to throw herself into danger for her friends, so we're sure to see more of her making reckless decisions for their safety. I'm glad you enjoyed it! Hope you have a nice day and enjoy this next chapter!

 **PrincessMagic:** Poor Rose, in the middle of a Docdrey sandwich lol. Glad you liked it. Hope you have a nice day and enjoy this next chapter!

 **katienovak:** THANK YOU, LOVELY! HOPE YOU HAVE A NICE DAY AND ENJOY THIS NEXT CHAPTER!

 **Longlostx11:** Aw, lovely! This comment was so sweet, thank you so much! I love hearing that people binge read this story because it's usually me binge reading someone else's story lol. I'm glad you like Audrey and the slow reveal of her past, there will be a bit of a revelation coming up in the next few chapters about those things in particular sooo. I'm glad you like their relationship/friendship! I'm a sucker for slow burns and I really wanted to start them off with a really strong friendship before it progressed to anything else, so I'm glad you like it. And don't worry, I'm 110% sure I'm doing Vincent and the Doctor! It's my favorite episode of all time and I'm super excited for it. Thanks for reading! Hope you have a nice day and enjoy this next chapter!

 **Fakira:** Welcome back, lovely! I hope everything is going well for you and that things aren't too stressful (my inbox is always open in case you need to talk). Don't feel bad about not having the time to read/review, just focus on you and making sure you're all right! I'm glad you liked the chapter though. Don't worry, Audrey's got a little bit of a revelation coming up in a few chapters ;) but that's all I'll say on that. Hope you have a nice day and enjoy this next chapter!

 **ReadtheWolf2:** Thanks for giving it a chance, lovely! I'm the same way with OC stories and I never thought I'd write one, but after reading a couple of similar stories on here, I couldn't get the idea for Audrey's character out of my mind. Making her as real as possible was my goal, so I'm glad you feel like she's developed and changing. And, I see you caught that lol yeah the Doctor's not very good at keeping secrets. I didn't really want to put the focus on trying to be coy about whether or not they got together because I figured it's obvious they would. I wanted to focus more on the development from strangers to friends to lovers on Audrey's part. Hope you have a nice day and enjoy this chapter!

* * *

 _Hollow versions of familiar corridors teased Audrey's mind and tested her will power. Light blue flecks of paint covered the floor, flaking off from the wall before her very eyes and floating through the air. The carpet beneath her feet was matted with stains of unknown origins. Overhead, the hallway lights flickered._

 _Her shoulders were tense as she crept through the hallways, trying desperately not to make a sound. Every step she took was as familiar to her as the back of her hand, but the place looked different. It was so desolate and bleak, as if someone had given life to the emotions she had attached to the building._

 ** _You look beautiful._**

 _Hands crawled over Audrey's body like spiders, starting at her rib cage and skimming over the tops of her thighs. Audrey spun on her heels only to be greeted with an empty hallway. She was alone. He was gone. He was gone. Suddenly, a body was pressed against her back, a hand gripped her wrist tight enough to bruise, and lips moved against her ear._

 ** _What do you say?_**

 _Audrey could hear the sounds of her own labored breathing as she escaped the grasp of the phantom hands and rushed down the hall. The sound of footsteps followed her every movement, despite the hallway being empty. Voices were calling out to her from every angle, but her vision was starting to blur. Everything was crumbling apart and becoming disjointed._

 _The hallways fell away, giving way to a black empty nothingness._

 ** _Audrey._**

 _She felt herself falling deeper and deeper into the void as images flashed before her eyes. Pure white lace stained with crimson. Her own hands, a gun grasped tightly between her palms and her own voice ringing in her ears. 'Please, nobody else.' Four bodies lying lifeless in front of her._

 ** _Tell me we're fine. Tell me._**

 ** _Audrey._**

 ** _Audrey._**

A scream was ripped from Audrey's throat, filling the room and making the space seem suffocatingly small. The Doctor was stirred into action, it all seeming like a reflexive move at this point. Audrey shot into a sitting position and she pushed at the blankets that were tangled around her waist. She cried out in frustration when the restricting fabric refused to budge.

Trying not to startle her, the Doctor carefully untangled the blankets from her body and pulled them away enough for her to feel more at ease. Audrey, who the Doctor realized was not entirely awake, continued to thrash around wildly. Her eyes were still glazed over with sleep, but kept scanning the room as if she was expecting to be attacked at any moment.

"My fault. My fault. It's all my fault," Audrey screamed as her fingers threaded themselves in her hair.

"No. No. It was never your fault," The Doctor assured her gently. "Listen to me. Audrey, look at me."

His words managed to draw her attention. Slowly, her eyes blinked away to remnants of sleep, finally allowing her to see him. Something in her eyes was different from the last Audrey he had been with. She was younger, more fragile, he could tell. It was evident that this was a younger Audrey which meant it wouldn't be a good idea to give away how much he knew about her nightmares. Already, Audrey looked vulnerable enough to break down right in front of him.

"Doctor?" She asked, only a decibel above silence.

"I'm right here, Audrey," he promised.

The Doctor shuffled closer and wrapped her in his arms. His shirt pulled tight across his shoulders as Audrey bunched the fabric in her fists. The silence remained between them as the Doctor kissed her head and stroked her hair lightly.

"I'll always be right here," The Doctor told her. Audrey's breathing began to even out while the Doctor felt himself relax as well.

Meanwhile, Audrey's mind was a mess. The fear that lingered from the dream tore at her stomach uncomfortably and made her feel slightly sick. Somehow, the presence of the Doctor had made it easier to move away from the grasp of the nightmare. She reveled in his comfort, yet there was still a part of her that said she didn't deserve his kindness nor did she deserve to be comforted in such a way.

Once the Doctor realized Audrey had calmed down, he attempted to pull away, but was stopped when Audrey's hands clutched his shoulders tighter. He doubted she even realized she had done it.

Tentatively, he asked, "Do you want to talk about it?"

"No," Audrey answered without a single moment of hesitation.

No matter what, Audrey wanted to keep him far, _far_ away from that part of her life.

* * *

It seemed that the nightmare was keen on sticking with Audrey long after she had gotten out of bed. While the fear had faded after the first few minutes, the thoughts that were left behind weren't any better.

She hadn't tried to go back to sleep after the whole ordeal. It was too much to even think about facing those nightmares again. Once she'd regained her senses, Audrey had ushered the Doctor out of her bedroom, trying not to show him how affected she was. Not only had she been subjected to those images again, but the Doctor had come running to her side. She was forced to show him that side of her, the vulnerable side, when she hadn't wanted to.

There was something about the way in which the Doctor soothed her that said it was a regular occurrence. Audrey wondered if future versions of herself were also plagued by night terrors and if the Doctor had grown used to dealing with the aftermath of them. If that was the case, how much did he know? After all, he had told her that it 'wasn't her fault', was that just because he was trying to make her feel better or was there something more to it?

Luckily, the Doctor seemed to know her well enough to know that talking about it was off the table. Both of them pretended as if this morning hadn't happened and didn't speak a word of it when they met up with Clara for breakfast. She did, however, catch a few worried glances that he was sending her way, but those were easy to brush off. Most of energy was now being poured into the effort of seeming enough like her normal, joking self that no one would be suspicious.

Currently, Audrey sat at her usual seat in the console room as she watched the Doctor and Clara chase each other around in circles while bickering back and forth about nothing of importance. It was rather funny in Audrey's opinion.

"You said-" The Doctor began.

"I know what I said. I was the one who said it," Clara pointed out.

"You said it was looking at you funny," The Doctor pointed out. With his arms crossed over his chest and the disgruntled look he wore on his face, it was clear to tell just how annoyed he was. Clara on the other hand, seemed fairly uncomfortable with the topic of conversation.

"I was tired, overwrought," She excused, patting the TARDIS console awkwardly, "I didn't mean it. It's an appliance. It does a job."

"It's a pretty cool appliance. We're not talking cheese grater here," The Doctor exclaimed, offended.

Clara shook her head, "You're not getting me to talk to your ship. That's properly bonkers."

Clara looked towards Audrey for help, but the older woman only shrugged and said, "It's not, she's a great listener."

It was at first meant to be a joke, then Audrey realized the truth in the statement. The TARDIS was always there to care for the two of them, no matter what crazy situation they managed to find themselves in. They could always count on returning home to the blue box, which gave that funny little home when they walked through the doors all bloodied and bruised, the noise was somewhere between a noise of concern and disapproval. So, between Audrey, who was not shy about how much she adored the ship, and the Doctor, who was mumbling quietly to the TARDIS in order to assure her that Clara meant no offence, Clara's argument wasn't gaining much support.

"You're like one of those guys who can't go out with a girl unless his mother approves."

"It's important to me you get along. We could leave you two alone together."

"Now you're creeping me out," Clara said, wrinkling her nose.

"Take the wheel. Not the wheel. I'll make it easy," The Doctor reasoned, "Shut it down to basic mode for you."

The Doctor started to fiddle with the console, shutting it down to basic mode. This seemed to catch Clara's attention and she was suddenly more interested in the conversation than she had been this entire time.

"Basic?" She protested, "Because I'm a girl?"

"No," The Doctor replied unconvincingly, a smirk on his lips. Clara glared at him, watching as Audrey appeared by his side and the Doctor's smirk dropped.

"Of course not. I can fly the TARDIS," Audrey pointed out, "And, I'm a better driver than _he_ is."

"Are not!" The Doctor scoffed.

The TARDIS lights flashed and a low hum rang out, causing Audrey to laugh and say, "See! She agrees with me, don't you, Lovely?"

Another hum answered.

"You always take her side," The Doctor grumbled as he turned a key labeled 'Smiths'. Audrey hugged him from behind, laying her head on his arm to watch as he turned each switch.

Once it had been set to the appropriate setting, the Doctor and Audrey let Clara take the reins, giving her pointers as she went along. For the first few minutes she only asked questions about the controls, still not quite sure, but she finally reached for the console, only for the power to go out the moment she touched it.

Red emergency lights turned on and pulsed every couple of seconds. This was accompanied by a low mechanical beeping that sounded much different from anything the TARDIS usually sounded like.

Clara reeled back, "What have I done?"

"Er, okay," The Doctor said, unsurely, as he looked around.

Pushing buttons remained futile and the monitor on the console began to fizzle and crack.

"Doctor? Audrey?"

"All the electrical impulses are jammed. I can't get the shields back up. She's completely vulnerable," The Doctor said. His voice was much more panicked as he struggled to push a lever into the upright position.

"I swear I just touched it," Clara told them.

"No, no. It wasn't you," Audrey said, absentmindedly. She was busy at the monitor, typing things into the console over and over again to try to pull up a picture of their surroundings. The Doctor pointed at a switch by her side, which she tried to no avail.

An explosion from the center of the ship caused all three of them to leap away. Audrey grabbed a hold of the railings as the TARDIS began to shake roughly.

"Magnetic hobble-field. We're flying right into it. Girls, stay by me."

The Doctor and Audrey leaped into action, now working quicker and more urgently than before. Clara watched them dodge flying sparks uneasily.

"Please tell me there's a button you can press to fix this," Clara exclaimed.

"Oh, yes. Big friendly button," The Doctor replied.

Clara didn't believe him. "You're lying."

Audrey nodded, "Yep."

"To stop me freaking out?"

"Is it working?"

"Not so much."

A small metal object rolled along the floor at their feet. Audrey caught sight of it in her peripheral vision and looked away long enough to watch as Clara picked it up. She was about to shout a warning to the other girl when Clara yelped in pain and dropped it.

There was a big bang that tore through the TARDIS, all three of them being thrown in different directions.

* * *

The three Van Baalen brothers watched from an observation window as the contents of their magno-grab were raked into the ship. Curiosity peaked, the three men peered through the window to see a blue box being passed from crane to crane. It wasn't big enough to be a ship, or at least not a very good one.

"What is it, some kind of escape pod?" Tricky asked.

"Come on," Gregor urged.

All three of them moved to where the object was deposited. It lay amongst the assortment of cables and scrap metal that they had acquired with the magno-grab in the past. While the object did look bigger than they first thought, it still wasn't big enough for more than one person to fit comfortably.

"Crack it open," Gregor commanded.

Bram, the tallest brother, hurried towards their find with a hammer in hand. He didn't hesitate to pound at the doors but, even with all of his force, it was a useless effort. Sharing a perplexed look, the brothers moved onto their next option, which was a high-powered laser-like tool. When that didn't work, it became clear that this was no ordinary find.

"It's doing nothing," Bram pointed out.

"Use a thermos-charge and blast it," Gregor replied, tossing his brother a cylindrical object.

"No, no, no, wait!" Tricky exclaimed as he rushed forward. "It's like she's alive. She's- she's suffering. I can feel it. I can feel it."

Gregor scoffed, "That's just robot rant."

"No, Gregor," Bram cut in. "He's right. Looks like there's a broken fuel line."

As if on command, steam began pouring from the top of the ship. It wasn't clear where it was coming from exactly, but there was so much of it that it was hard to get a better look. Gregor squinted at it for a moment, seeming to judge whether or not the possible salvage was worth the trouble.

"All right," He decided. "All right, put it back. No salvage today, boys. Open the bay doors."

"Wait," Tricky said again.

The other two boys paused, watching as he took a step towards the cables underneath the ship. His bionic eye allowed him to zero in on the cables and assess the damage. A few readings scanned past his line of view before he came to the corner of the pile and his eyes widened.

"Somebody's under that thing. The crew were still on board when we dragged her in!"

Gregor was quick to jump into action. He pulled both of the other men away from the scrap heap by their shirt collars.

"We did nothing. If anyone asks, that ship was already busted. You got that?" Gregor asked, then he turned to Tricky. "And you, make sure you keep your oily mouth shut, right?"

A pair of hands clapped down on their shoulders, making all three boys jump. They turned to see a soot-covered man in a bowtie grinning at them.

"It's rude to whisper. Hi. I'm the Doctor. And you are?" The man asked before his eyes drifted down to the name tags stitched to their shirts. "Van Baalen and…Van Baalen. Van Baalen and Van Baalen? That's going to get confusing later."

"We found you drifting," Gregor spoke up.

Bram cleared his throat nervously, "Yeah…your ship was junked up pretty bad."

"What broke my ship was a magno-grab," The Doctor said matter-of-factly as he held up a small device. "Found this remote in your pocket. Eh? What are the chances?"

Although the Doctor's tone was light, the severity of their actions started to set in and the boys could feel the tension growing in the air. The Doctor pushed past them, but continued talking.

"Outlawed in most galaxies, this little beasties can disable whole vessels unless you have shield oscillators…" The Doctor trailed off. "Which I turned off so that Clara could fly… damn it!"

Something seemed to dawn on the Doctor because his eyes turned panicked as he looked between the ship and the brothers.

"Clara. Where is she? And Audrey? Two girls, about so high," The Doctor said, gesturing to about shoulder height. "Feisty. They're still on board."

When the Doctor made a worried dash towards the broken ship, Tricky was quick to react. He grabbed the Doctor's arm to hold him back. The Doctor turned to look at him in surprise and a bit of anger that he was being kept from saving the two women.

"Your pod is leaking fuel. If they're still in there, they're dead," Tricky told him solemnly.

The Doctor's eyes darted around the room, eventually landing on a set of cubbies in the corner. He moved towards the storage area and pulled a respirator off of the shelf.

"We can open the doors for a split second, reach in and grab them," Gregor suggested.

With a sense of urgency, the Doctor handed each of them men a respirator, "Trust me, we can't. Now please, help me get them out."

"I'm telling you, they fried!" Tricky protested.

"Shut it, tin mouth!" Gregor hissed. "What sort of fee are we talking?"

The Doctor, who seemed frustrated with how long it was taking to convince them, gestured to the ship.

"If you help me get the two of them out, you get the machine, all the scrap, eh?"

"It's not worth the risk. Four feet of metal? Nah."

"What if I can guarantee you the best haul you've ever had?" The Doctor questioned.

Despite how serious his tone was, it seemed to the Baalen brothers that the Doctor was nothing more than a raving madman. Clearly, the ship wouldn't be of any use to them. They were surprised that three people could even fit in there, so saying it would be worthwhile scrap was a bit of a leap.

Gregor rolled his eyes, "Bram, open the bay doors."

"No, no," The Doctor shouted. "Right behind those doors is the salvage of a lifetime."

* * *

With the cloister bell tolling in the distance and the red emergency lights switched on, the TARDIS looked more like a dystopian novel than it did the ship that Audrey knew and loved. When she woke up, she was alone in a corridor, which was odd because she distinctly remembered being in the console room with the Doctor and Clara.

"What happened?" Audrey grumbled to herself as she sat up. Her torso was weighed down with a coil of wires that had fallen on top of her sometime in the explosion. Carefully, she untangled herself before getting to her feet and brushing herself off.

"Doctor? Clara?" Audrey called out. She listened to her voice echo down the empty hallways for a moment before she looked to the ceiling. "Any chance you can lead me to either of them, Lovely?"

It was a long shot since the TARDIS seemed to be shut down. Yet, a faint beep sounded in response and Audrey breathed out a sigh of relief. At least she still had the TARDIS, even if she seemed weaker than Audrey had ever heard her sound. Lights along the floor sparked to life, carving a path for Audrey to follow.

"Thank you," Audrey murmured, running the tips of her fingers along the wall affectionately.

Audrey followed the lights and accessed the damage at the same time. Whatever had caused the explosion in the console room had to be serious because it had impacted the TARDIS more than Audrey had originally thought. There was debris scattered along every corridor and strange scratch marks in the metal walls.

"Are you okay?" Audrey asked the TARDIS. "What's happened to you?"

There was an answer, but it definitely wasn't the TARDIS, of that much Audrey was sure. Somewhere in the distance, there was a deep growl that had Audrey halting in her steps.

Audrey raised an eyebrow, "Oh, that's not good."

Before Audrey saw anyone, she could hear them. Someone's footsteps were pounding on the floor of the next corridor over, making Audrey speed up as well. She hoped that it was the Doctor or Clara and not a possible threat.

She rounded the corner, catching sight of Clara who was at the end of the hallway and leaning on the wall for support. Judging by her ragged appearance and panting form, Audrey assumed she had been running from something.

"Clara?" Audrey called, making the other woman look up at her. "Oh, thank god! I was worried."

"Audrey!" Clara exclaimed breathlessly.

Audrey looked around the corridor, noticing there was something missing.

"Is the Doctor with you?" Audrey questioned.

Clara shook her head, "I thought he was with you."

Audrey frowned. She didn't like the idea of the Doctor on his own, some mysterious force out there trying to hurt them and the TARDIS. Although, she supposed the Doctor could take care of himself well enough.

"All right," Audrey said, holding her hand out to Clara. "Let's go."

* * *

 **DW comeback themed question** : What do you think Audrey's reaction to Thirteen will be/what do you think their dynamic will be like?


End file.
